Common use of Releases Clause in Contracts

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral toCollateral, (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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority RepresentativeIf in connection with the exercise of the Revolving Collateral Agent’s remedies in respect of any ABL Collateral subject to its Revolving Liens as provided for in Section 3.1, the Revolving Collateral Agent, for itself and or on behalf of each Second Priority Debt Party under its 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 Revolving Secured Parties, releases any of its Liens on any subsidiary part of such ABL Collateral, then the Term Liens of the Company)Term Collateral Agent, for itself or for the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 benefit of the Liens granted to the Second Priority Debt Parties Term Secured Parties, on such ABL Collateral shall be automatically, unconditionally and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Lienssimultaneously released. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeThe Term Collateral Agent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt FacilityTerm Secured Parties, promptly shall execute and deliver to release the Liens on Revolving Collateral Agent such termination statements, releases and other documents as the Second Priority Revolving Collateral as set forth in the relevant Second Priority Debt DocumentsAgent may request to effectively confirm such release. (b) Each Second Priority RepresentativeIf in connection with any sale, lease, exchange, transfer or other disposition of any ABL Collateral (collectively, a “Disposition”) permitted under the terms of both the Revolving Documents and the Term Documents (other than in connection with the exercise of the Revolving Collateral Agent’s remedies in respect of any ABL Collateral as provided for in Section 3.1) the Revolving Collateral Agent, for itself or on behalf of any of the Revolving Secured Parties, releases any of its Revolving Liens on any part of ABL Collateral other than (A) in connection with the Discharge of Revolving Obligations or (B) after the occurrence and during the continuance of any Event of Default under and as defined in the Term Documents, then the Term Liens of the Term Collateral Agent on such Collateral shall be automatically, unconditionally and simultaneously released. The Term Collateral Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilitythe Term Secured Parties, promptly shall execute and deliver to the Revolving Collateral Agent such termination statements, releases and other documents as the Revolving Collateral Agent may request to effectively confirm such release. (c) Until the Discharge of Revolving Obligations occurs, the Term Collateral Agent, for itself and on behalf of the Term Secured Parties, hereby irrevocably constitutes and appoints the Designated Senior Representative Revolving Collateral Agent and any officer or agent of the Designated Senior RepresentativeRevolving 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 Second Priority Representative the Term Collateral Agent or such Second Priority Debt Party the Term Secured Parties or in the Designated Senior RepresentativeRevolving Collateral Agent’s own name, from time to time in the Designated Senior RepresentativeRevolving 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 appropriate to accomplish the purposes of this Section 5.01(a)5.1, including any termination statements, endorsements or other instruments of transfer or release. (cd) Unless and until Until the Discharge of Senior Revolving Obligations has occurredoccurs, each Second Priority Representativeto the extent that the Revolving Collateral Agent or the Revolving Secured Parties (i) have released any Revolving Lien on any ABL Collateral and such Lien is later reinstated or (ii) obtain any new Liens from any Grantor, then the Term Collateral Agent, for itself and for the Term Secured Parties, shall be granted a Lien on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject, if such Collateral is ABL Collateral, 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 Lien subordination provisions of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 If, in connection with the exercise of any of the rights or remedies of any of the First Priority Claimholders 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 RepresentativeCollateral 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 any such other Second Priority Debt Party under its Second Priority Debt FacilityClaimholders, 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 Company), the Liens granted promptly shall execute and deliver to the Second First Priority Representatives Collateral Trustee or such Grantor such termination statements, releases 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 Debt Parties upon Collateral Trustee shall be entitled to rely conclusively on such Shared written request). (b) If, in connection with any Disposition of any Collateral to secure Second Priority Debt Obligations shall terminate following the occurrence and be released, automatically and without any further action, concurrently during the continuance of an Event of Default (other than in connection with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a 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 exercise of the First Priority Collateral Trustee’s remedies in respect of the Collateral provided for in any of the First 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 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, in each case other than upon the occurrence of the Discharge of First Priority Obligations, then the Liens, if any, of the Second Priority Debt Parties Collateral Trustee, for itself or for the benefit of the other Second Priority Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Priority Representatives) Obligations, shall be automatically, unconditionally and any necessary or proper instruments of termination or release prepared by simultaneously released, so long as the Company or any other Grantor, proceeds from such Disposition are applied in accordance with Section 4.1 hereof. The Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeCollateral Trustee, for itself and on behalf of the any such other Second Priority Debt Parties under its Second Claimholders, promptly shall execute and deliver to the First Priority Debt FacilityCollateral Trustee or such Grantor such termination statements, releases and other documents provided to it as the First Priority Collateral Trustee or such Grantor may request in writing to effectively confirm such release the Liens on (and the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and Trustee shall be entitled to rely conclusively on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such 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(awritten request), 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 Without limiting the Discharge of Senior Obligations has occurredforegoing, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to Liens shall also be released as provided in 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 Common Representative Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority RepresentativeIf, for itself and on behalf at any time any Grantor or the holder of any Senior Lender Claim delivers notice to each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of 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 its Subsidiaries) (including for such purpose, in the case of the Company)sale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is: (i) sold, transferred or otherwise disposed of by the owner of such Common Collateral in a transaction permitted under the Credit Agreement, the Liens granted to Other First-Priority Lien Obligations Credit Documents, the Second Priority Representatives Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any); or (ii) otherwise released as permitted by the Credit Agreement and, except with respect to an exercise by the First Lien Agent pursuant to Section 3.1, the Other First-Priority Lien Obligations Credit Documents, the Second Priority Debt 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 in favor of the Second Priority Secured Parties upon such Shared Common Collateral will automatically be released and discharged as and when, but only to secure Second Priority Debt Obligations shall terminate the extent, such Liens on such Common Collateral securing Senior Lender Claims are released 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 Obligationsdischarged. Upon delivery to a each Second Priority Representative Agent of an Officer’s Certificate a 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 preceding sentence or otherwise), each Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative Agent will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentscustomary terms. (b) Each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Debt Party under its Second 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 each Second Priority Representative Agent or such Second 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) Unless and until the Discharge of Senior Obligations Lender Claims has occurred, each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document a default, of proceeds of Shared Common Collateral or other collateral to the repayment of Senior Obligations Lender Claims pursuant to the Senior Debt Lender Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Agents or the Second Priority Debt Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second 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 Second 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 guaranty of the First Lien Obligations, then the Liens, if any, of the Second Priority Debt FacilityLien Collateral Agent, agrees thatfor 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 collectively, a “Disposition”) permitted under the terms of the equity interests of any subsidiary First Lien Loan Documents or consented to by the First Lien Claimholders (other than the exercise of the CompanyFirst 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 of the First Lien Claimholders, releases any of its Liens granted 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. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the Second Priority Representatives 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. (c) Until the Discharge of First Lien Obligations occurs, the Second Priority Debt Parties upon such Shared Lien Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeAgent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien 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 the Second Priority Representative Lien Collateral Agent or such Second 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) 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority Representative, for itself and on behalf of each Second Priority Debt Secured Party under its 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 Company)Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to the Second Priority Representatives and the Second Priority Debt Secured Parties upon such Shared Collateral (but not upon the proceeds thereof) to secure 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. Upon delivery to a 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 Second Priority Debt Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company Borrower or any other Grantor, such each Second Priority Representative will promptly execute, deliver or acknowledge, at the CompanyBorrower’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Secured Party under its 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 Second Priority Representative or such 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 Senior First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt 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 First Priority Debt Document of proceeds of Shared Collateral to the repayment of Senior First Priority Obligations pursuant to the Senior 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 Debt 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 Second Priority Collateral Document, in the event the terms of a Senior First Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral toCollateral, (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 Second Priority Representative or 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 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) If, at any time any Grantor or the holder of any ABL Claim delivers notice to the Term Loan Agents that any specified ABL Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of Equity Interests in any Subsidiary, any ABL Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (i) by the owner of such ABL Priority Collateral in a transaction permitted under the ABL Credit Agreement and the Term Loan Credit Agreement and not prohibited under any other ABL Loan Document (if any) and Term Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement by the owner of such ABL Priority Collateral (to the extent the ABL Agent has consented to such sale, transfer or disposition) or by the ABL Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Term Loan Lenders upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Claims are released and discharged. Upon delivery to each Term Loan Agent of a notice from the ABL Agent stating that any release of Liens by the ABL Agent securing or supporting the ABL Claims on any ABL Priority Collateral has become effective (or shall become effective upon each Term Loan Agent’s release), each Term Loan Agent will promptly execute, file and deliver such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the Company. Each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Debt Party under its 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 Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby irrevocably constitutes and appoints the Designated Senior Representative ABL Agent and any officer or agent of the Designated Senior RepresentativeABL 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 Second Priority Representative Term Loan Agent or such Second Priority Debt Party Term Loan Lender or in the Designated Senior RepresentativeABL Agent’s own name, from time to time in the Designated Senior RepresentativeABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make filings that may be necessary or desirable to accomplish the purposes of this Section 5.01(a5.1(a), including filing any termination statements, endorsements or other instruments of transfer or release; provided that the ABL Agent shall not exercise such power of attorney unless the Term Loan Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the ABL Agent. This power is coupled with an interest and is irrevocable. (b) Subject to Section 5.6, if, at any time any Grantor or the holder of any Term Loan Claim delivers notice to the ABL Agent that any specified Term Loan Priority Collateral (including all or substantially all of the Equity Interests of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of Equity Interests in any Subsidiary, any Term Loan Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (i) by the owner of such Term Loan Priority Collateral in a transaction permitted under the Term Loan Credit Agreement and the ABL Credit Agreement and not prohibited under any other Term Loan Document (if any) and ABL Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Term Loan Credit Agreement (or any other Credit Agreement governing Future Term Indebtedness) by the owner of such Term Loan Priority Collateral (to the extent the applicable Term Loan Agents have consented to such sale, transfer or disposition) or by a Term Loan Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the ABL Lenders upon such Term Loan Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Loan Priority Collateral securing Term Loan Claims are released and discharged. Upon delivery to the ABL Agent of a notice from the applicable Term Loan Agent stating that any release of Liens by the Term Loan Agents securing or supporting the Term Loan Claims on any Term Loan Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), the ABL Agent will promptly execute, file and deliver such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the Company. The ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby irrevocably constitutes and appoints each Term Loan Agent and any officer or agent of such Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Lender or in such Term Loan Agent’s own name, from time to time in such Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including filing any termination statements, endorsements or other instruments of transfer or release; provided that the applicable Term Loan Agent shall not exercise such power of attorney unless the ABL Agent has failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the applicable Term Loan Agent. This power is coupled with an interest and is irrevocable. (c) Unless and until the Discharge of Senior Obligations ABL Claims has occurred, each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document a default, of proceeds of Shared ABL Priority Collateral to the repayment of Senior Obligations ABL Claims pursuant to the Senior Debt Documents, ABL Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Term Loan Agents or the Second Priority Debt Parties Term Loan Lenders to receive proceeds in connection with the Second Priority Debt Obligations Term Loan Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document Unless and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations Term Loan Claims has occurred, comply with such requirement under the Second ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby consents to the application, whether prior to or after a default, of proceeds of Term Loan Priority Collateral Document as it relates to such Shared Collateral by taking any the repayment of Term Loan Claims pursuant to the Term Loan Credit Agreement; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the actions set forth above only ABL Agent or the ABL Lenders to receive proceeds in connection with respect to, or the ABL Claims not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) Each Second If, at any time any Grantor or the holder of any ABL Priority RepresentativeClaim delivers notice to the Term Loan/Cash Flow Revolver Agent that any specified ABL Facility First Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any ABL Facility First Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (i) by the owner of such ABL Facility First Priority Collateral in a transaction permitted under the ABL Credit Agreement, the Term Loan/Cash Flow Revolver Agreement and each other ABL Loan Document and Term Loan/Cash Flow Revolver Loan Document; or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement to the extent the ABL Agent has consented to such sale, transfer or disposition; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Term Loan/Cash Flow Revolver Lenders upon such ABL Facility First Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Facility First Priority Collateral securing ABL Priority Claims are released and discharged. Upon delivery to the Term Loan/Cash Flow Revolver Agent of a notice from the ABL Agent stating that any release of Liens securing or supporting the ABL Priority Claims on any ABL Facility First Priority Collateral has become effective (or shall become effective upon the Term Loan/Cash Flow Revolver Agent’s release), the Term Loan/Cash Flow Revolver Agent will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms at the expense of the Borrower. The Term Loan/Cash Flow Revolver Agent, for itself and on behalf of each Second Priority Debt Party under its 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 Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityTerm Loan/Cash Flow Revolver Lender, hereby irrevocably constitutes and appoints the Designated Senior Representative ABL Agent and any officer or agent of the Designated Senior RepresentativeABL 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 Second Priority Representative the Term Loan/Cash Flow Revolver Agent or such Second Priority Debt Party Term Loan/Cash Flow Revolver Lender or in the Designated Senior RepresentativeABL Agent’s own name, from time to time in the Designated Senior RepresentativeABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a5.1(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 this Section 5.01(a5.1(a), including any termination statements, endorsements or other instruments of transfer or release. (b) If, at any time any Grantor or the holder of any Term Loan/Cash Flow Revolver Priority Claim delivers notice to the ABL Agent that any specified Term/Cash Flow Revolver Facility First Priority Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any Term/Cash Flow Revolver Facility First Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (i) by the owner of such Term/Cash Flow Revolver Facility First Priority Collateral in a transaction permitted under the Term Loan/Cash Flow Revolver Agreement, the ABL Credit Agreement and each other Term Loan/Cash Flow Revolver Loan Document and ABL Loan Document; or (ii) during the existence of any Event of Default under (and as defined in) the Term Loan/Cash Flow Revolver Agreement to the extent the Term Loan/Cash Flow Revolver Agent has consented to such sale, transfer or disposition; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the ABL Lenders upon such Term/Cash Flow Revolver Facility First Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term/Cash Flow Revolver Facility First Priority Collateral securing Term Loan/Cash Flow Revolver Priority Claims are released and discharged. Upon delivery to the ABL Agent of a notice from the Term Loan/Cash Flow Revolver Agent stating that any release of Liens securing or supporting the Term Loan/Cash Flow Revolver Priority Claims on any Term/Cash Flow Revolver Facility First Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), the ABL Agent will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms at the expense of the Borrower. In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the ABL Lenders, if any, made by such Grantor or Subsidiary will automatically be released and discharged (i) as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Term Loan/Cash Flow Revolver Claims is released and discharged and (ii) subject to payment of proceeds from the sale of such capital stock to the ABL Agent to the extent provided in Section 4.5. The ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby irrevocably constitutes and appoints the Term Loan/Cash Flow Revolver Agent and any officer or agent of the Term Loan/Cash Flow Revolver Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Lender or in the Term Loan/Cash Flow Revolver Agent’s own name, from time to time in the Term Loan/Cash Flow Revolver Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), 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 5.1(b), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations ABL Priority Claims has occurred, each Second Priority Representativethe Term Loan/Cash Flow Revolver Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityTerm Loan/Cash Flow Revolver Lender, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document a default, of proceeds of Shared ABL Facility First Priority Collateral to the repayment of Senior Obligations ABL Priority Claims pursuant to the Senior Debt ABL Loan Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Term Loan/Cash Flow Revolver Agent or the Second Priority Debt Parties Term Loan/Cash Flow Revolver Lenders to receive proceeds in connection with the Second Priority Debt Obligations Term Loan/Cash Flow Revolver Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document Unless and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations Term Priority Claims has occurred, comply with such requirement under the Second ABL Agent, for itself and on behalf of each ABL Lender, hereby consents to the application, whether prior to or after a default, of proceeds of Term/Cash Flow Revolver Facility First Priority Collateral Document as it relates to such Shared Collateral by taking any the repayment of Term Loan/Cash Flow Revolver Priority Claims pursuant to the Term Loan/Cash Flow Revolver Loan Documents; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the actions set forth above only ABL Agent or the ABL Lenders to receive proceeds in connection with respect to, or the ABL Claims not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) If, at any time any Grantor or the holder of any ABL Priority Claim delivers notice to the Term Loan Agents that any specified ABL Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any ABL Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (i) by the owner of such ABL Priority Collateral in a transaction permitted under the ABL Credit Agreement, the Term Loan Credit Agreement and each other ABL Loan Document (if any) and Term Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement by the owner of such ABL Priority Collateral (to the extent the ABL Agent has consented to such sale, transfer or disposition) or by the ABL Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Term Loan Lenders upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Claims are released and discharged. Upon delivery to each Term Loan Agent of a notice from the ABL Agent stating that any release of Liens by the ABL Agent securing or supporting the ABL Claims on any ABL Priority Collateral has become effective (or shall become effective upon each Term Loan Agent’s release), each Term Loan Agent will promptly execute, file and deliver such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the Company. Each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Debt Party under its 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 Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby irrevocably constitutes and appoints the Designated Senior Representative ABL Agent and any officer or agent of the Designated Senior RepresentativeABL 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 Second Priority Representative Term Loan Agent or such Second Priority Debt Party Term Loan Lender or in the Designated Senior RepresentativeABL Agent’s own name, from time to time in the Designated Senior RepresentativeABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.01(a5.1(a), including filing any termination statements, endorsements or other instruments of transfer or release; provided that the ABL Agent shall not exercise such power of attorney unless the Term Loan Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the ABL Agent. In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the Term Loan Lenders, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of ABL Priority Claims is released and discharged. (b) Subject to Section 5.6, if, at any time any Grantor or the holder of any Term Loan Claim delivers notice to the ABL Agent that any specified Term Loan Priority Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any Term Loan Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (i) by the owner of such Term Loan Priority Collateral in a transaction permitted under the Term Loan Credit Agreement, the ABL Credit Agreement and each other Term Loan Document (if any) and ABL Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Term Loan Credit Agreement (or any other Credit Agreement governing Future Senior Term Indebtedness) by the owner of such Term Loan Priority Collateral (to the extent the applicable Term Loan Agents have consented to such sale, transfer or disposition or by a Term Loan Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the ABL Lenders upon such Term Loan Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Loan Priority Collateral securing Term Loan Claims are released and discharged. Upon delivery to the ABL Agent of a notice from the applicable Term Loan Agent stating that any release of Liens by the Term Loan Agents securing or supporting the Term Loan Claims on any Term Loan Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), the ABL Agent will promptly execute, file and deliver such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the Company. In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the ABL Lenders, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Term Loan Claims is released and discharged. The ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby irrevocably constitutes and appoints each Term Loan Agent and any officer or agent of such Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Lender or in the Term Loan Agent’s own name, from time to time in the Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including filing any termination statements, endorsements or other instruments of transfer or release; provided that the applicable Term Loan Agent shall not exercise such power of attorney unless the ABL Agent has failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the applicable Term Loan Agent. (c) Unless and until the Discharge of Senior Obligations ABL Priority Claims has occurred, each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document a default, of proceeds of Shared ABL Priority Collateral to the repayment of Senior Obligations ABL Priority Claims pursuant to the Senior Debt Documents, ABL Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Term Loan Agents or the Second Priority Debt Parties Term Loan Lenders to receive proceeds in connection with the Second Priority Debt Obligations Term Loan Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document Unless and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations Term Loan Claims has occurred, comply with such requirement under the Second ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby consents to the application, whether prior to or after a default, of proceeds of Term Loan Priority Collateral Document as it relates to such Shared Collateral by taking any the repayment of Term Loan Claims pursuant to the Term Loan Credit Agreements; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the actions set forth above only ABL Agent or the ABL Lenders to receive proceeds in connection with respect to, or the ABL Claims not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) Each Second Priority RepresentativeIf, at any time any Grantor or any First-Lien Secured Party delivers notice to the Designated Junior-Lien Collateral Agent with respect to any specified Shared Collateral (including for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees thatsuch purpose, in the event case of a sale, transfer the sale or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests in any Subsidiary, any Shared Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that: (i) such specified Shared Collateral has been or is being sold, transferred or otherwise disposed of any subsidiary in connection with a Disposition by the owner of such Shared Collateral in a transaction permitted under the First-Lien Debt Documents; or (ii) the First-Liens thereon have been or are being released in connection with a Subsidiary that is released from its guarantee under the First-Lien Debt Documents; or (iii) the First-Liens thereon have been or are being otherwise released as permitted by the First-Lien Debt Documents or by the Applicable First-Lien Collateral Agent on behalf of the CompanyFirst-Lien Secured Parties (unless, in the case of clause (ii) or (iii) of this Section 5.1(a) such release occurs in connection with, and after giving effect to, a Discharge of First-Lien Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Shared Collateral by the First-Lien Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies or a sale or other disposition generating sufficient proceeds to cause the Discharge of First-Lien Obligations, a “Payment Discharge”)), then the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties Junior-Lien upon such Shared Collateral will automatically be released and discharged as and when, but only to secure Second Priority Debt Obligations shall terminate and be releasedthe extent, automatically and without any further action, concurrently with the termination and release of all such Liens granted upon on such Shared Collateral securing First-Lien Obligations are released and discharged (provided that in the case of a Payment Discharge, the Liens on any Shared Collateral disposed of in connection with the satisfaction in whole or in part of First-Lien Obligations shall be automatically released but any proceeds thereof not used for purposes of the Discharge of First-Lien Obligations or otherwise in accordance with the Junior-Lien Debt Documents shall be subject to secure Senior ObligationsJunior-Liens and shall be applied pursuant to Section 4.1). Upon delivery to the Designated Junior-Lien Collateral Agent of a Second Priority Representative of an Officer’s Certificate notice from the Applicable First-Lien Collateral Agent stating that any such termination and release of Liens securing or supporting the Senior First-Lien Obligations has become effective (or shall become effective concurrently with such termination and release of upon the Liens granted to Designated Junior-Lien Collateral Agent’s release), the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative Designated Junior-Lien Collateral Agent will promptly execute, deliver or acknowledgepromptly, at the Company’s or the other Grantor’s sole cost and expense, execute and deliver such instruments to evidence such instruments, releases, termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such 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 statements or other instruments of transfer or release. (c) Unless documents confirming such release on customary terms, which instruments, releases 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 termination statements shall be substantially identical to the applicationcomparable instruments, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared releases and termination statements executed by the Applicable First-Lien 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 Agent in connection with such release (and shall be prepared by the Second Priority Applicable First-Lien Collateral Agent). In the case of the sale of capital stock of a Subsidiary or any other transaction resulting in the release of such Subsidiary’s guarantee under the First-Lien Debt Obligations not otherwise Documents in contravention accordance with the Credit Agreement, the guarantee in favor of this Agreement. (d) Notwithstanding anything the Junior-Lien Secured Parties, if any, made by such Subsidiary will automatically be released and discharged as and when, but only to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 ofextent, the Designated Senior Representativeguarantee by such Subsidiary of First-Lien Obligations is released and discharged.

Releases. (a) Each Second Priority RepresentativeIf, for itself and on behalf of each Second Priority Debt Party under its Second 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 Collateral Security Property (including all or substantially all of the equity interests of a Grantor or any subsidiary of its Subsidiaries) is sold, transferred or otherwise disposed of: (i) by the owner of such Security Property in a transaction permitted under the Senior Credit Agreement, the Indenture and each other Second-Priority Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Senior Credit Agreement to the extent the Intercreditor Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Company), the Liens granted to the Second Second-Priority Representatives and the Second Priority Debt Secured Parties upon such Shared Collateral Security Property will automatically be released and discharged as and when, but only to secure Second Priority Debt Obligations shall terminate the extent, such Liens on such Security Property securing Senior Lender Claims are released 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 Obligationsdischarged. Upon delivery to each Second-Priority Agent of a Second Priority Representative of an Officer’s Certificate notice from the Intercreditor 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 with such termination and release of the Liens granted to the Second upon each Second-Priority Debt Parties and the Second Agent’s release), each Second-Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative Agent will promptly execute, deliver or acknowledge, at the Company’s expense promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms and without representation or warranty. In the other Grantor’s sole cost and expense, such instruments to evidence such termination and release case of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement sale of all or substantially all of the capital stock of a Second Priority RepresentativeGrantor or any of its Subsidiaries, for itself and on behalf the guarantee in favor of the Second Second-Priority Debt Parties under its Second Priority Debt FacilitySecured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to release the Liens on extent, the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentsguarantee by such Grantor or Subsidiary of Senior Lender Claims is released and discharged. (b) Each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby irrevocably constitutes and appoints the Designated Senior Representative Intercreditor Agent and any officer or agent of the Designated Senior RepresentativeIntercreditor 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 Second each Second-Priority Representative Agent or such Second Priority Debt Party holder or in the Designated Senior RepresentativeIntercreditor Agent’s own name, from time to time in the Designated Senior Representative’s discretiontime, 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) 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority RepresentativeIf, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in at any time any Grantor or the event of a sale, transfer or other disposition holder of any First Priority Claim delivers notice to each Subordinated Lien Debt Representative that any specified item of Shared Common Collateral (including all or substantially all of the equity interests of a Grantor or any subsidiary of its Subsidiaries) is sold, transferred or otherwise disposed of by the owner of such Common Collateral in a transaction permitted under the Credit Agreement and the First Priority Senior Secured Notes Indenture; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Subordinated Lien Secured Parties upon such Shared Collateral will automatically be released and discharged as and when, but only to secure Second the extent, such Liens on such Collateral securing First Priority Debt Obligations shall terminate Claims are released 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 Obligationsdischarged. Upon delivery to a Second Priority each Subordinated Lien Debt Representative of an Officer’s Certificate a notice from the First Priority Lien Collateral Trustee stating that any such termination and release of Liens securing or supporting the Senior Obligations First Priority Claims has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority upon each Subordinated Lien Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other GrantorRepresentative’s release), such Second Priority each Subordinated Lien Debt Representative will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at other documents confirming such release on customary terms. In the Company’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release case of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement sale of all of the equity interests of a Second Priority RepresentativeGrantor or any of its Subsidiaries, for itself and on behalf the guarantee in favor of the Second Subordinated Lien Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt DocumentsClaims is released and discharged. (b) Each Second Priority Subordinated Lien Debt Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Subordinated Lien Secured Party, hereby irrevocably constitutes and appoints the Designated Senior Representative First Priority Lien Collateral Trustee and any officer or agent of the Designated Senior RepresentativeFirst Priority Lien Collateral Trustee, 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 Second Priority each Subordinated Lien Debt Representative or such Second Priority Debt Party holder or in the Designated Senior RepresentativeFirst Priority Lien Collateral Trustee’s own name, from time to time in the Designated Senior RepresentativeFirst Priority Lien Collateral Trustee’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) Unless and until the Discharge of Senior Obligations First Priority Claims has occurred, each Second Priority Subordinated Lien Debt Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Subordinated Lien Secured Party, hereby consents to the application, whether prior to or after an event a default, of default under any Senior Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of Senior Obligations First Priority Claims pursuant to the Credit Agreement, the First Priority 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 Secured Notes Indenture or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this First Lien Intercreditor Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority RepresentativeIf in connection with the exercise of the First Lien Administrative Agent’s remedies in respect of the Collateral, the First Lien Administrative Agent, for itself and or on behalf of each any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, then the Liens, if any, of the Second Priority Debt Party under its Lien Administrative Agent, for itself or for the benefit of the Second Priority Debt FacilityLien Claimholders, agrees thaton such Collateral shall be automatically, unconditionally and simultaneously released. The Second Lien Administrative Agent, for itself or on behalf of any such Second Lien Claimholders, 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 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 by any Grantor (including all or substantially all collectively, a “Disposition”) permitted under the terms of the equity interests of any subsidiary First Lien Loan Documents and not expressly prohibited under the terms of the CompanySecond Lien Loan Documents (other than in connection with the exercise of the First Lien Administrative Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a) above), the First Lien Administrative Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens granted on any part of the Collateral, other than (A) in connection with the payment applied to the Second Priority Representatives First Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under the Second Priority Debt Parties upon Lien Credit Agreement, then the Liens, if any, of the Second Lien Administrative Agent, for itself or for the benefit of the Second Lien Claimholders, on such Shared Collateral to secure shall be automatically, unconditionally and simultaneously released. The Second Priority Debt Obligations shall terminate and be releasedLien Administrative Agent, automatically and without any further action, concurrently with the termination and release for itself or on behalf of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a Second Priority Representative 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 Administrative Agent or shall become effective concurrently with Grantor such termination statements, releases and release other documents as the First Lien Administrative Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of the Liens granted to First Lien Obligations occurs, the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeLien Administrative Agent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien Claimholders, 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 with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Administrative Agent or such Second 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, 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. (cd) Unless and until Until the Discharge of Senior First Lien Obligations has occurredoccurs, each to the extent that the First Lien Administrative Agent or the First Lien Claimholders (i) have released any Lien on Collateral and any such Liens are later reinstated or (ii) obtain any new liens from the Company on any Second Priority RepresentativeLien Collateral, then the Second Lien Administrative Agent, for itself and for the Second Lien Claimholders, shall be granted a Lien on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject 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 lien subordination provisions of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority RepresentativeIf in connection with the exercise of the ABL Agent’s remedies in respect of any Collateral as provided for in Section 3.1 (including any Disposition of Collateral by a Grantor at the direction of the ABL Agent or the other ABL Claimholders pursuant to this Agreement or the ABL Credit Agreement), the ABL Agent, for itself and and/or on behalf of each Second Priority Debt Party under its 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 other ABL Claimholders, releases its Liens on any subsidiary part of the Company)Collateral, then the Liens granted Secondary Liens, if any, of the other Agents and Claimholders on the Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released if the net cash proceeds resulting from any such exercise of remedies are applied to reduce permanently the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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 ABL Obligations. Upon delivery to Each Agent holding such a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeSecondary Lien, for itself and and/or on behalf of any of its respective Claimholders, promptly shall execute and deliver to the Second ABL Agent or such Grantor such termination statements, releases and other documents as the ABL Agent or such Grantor may reasonably request to effectively confirm such release. If, and only if, a Discharge of ABL Priority Debt Parties under Obligations shall have occurred, and in connection with the exercise of the Senior Lien Agent’s remedies in respect of any Collateral as provided for in Section 3.1, the Senior Lien Agent, for itself and/or on behalf of any other Senior Lien Claimholders, releases its Second Priority Debt Facility, to release the Liens on any part of the Second Collateral, then the Secondary Liens, if any, of the First Lien Agent, First Lien Claimholders, Junior Lien Agent and Junior Lien Claimholders on the Collateral sold or disposed of in connection with such exercise shall be automatically, unconditionally and simultaneously released if the net cash proceeds resulting from any such exercise of remedies are applied to reduce permanently the Senior Lien Obligations. The First Lien Agent and Junior Lien Agent holding such Secondary Liens, for themselves and/or on behalf of any of the First Lien Claimholders and Junior Lien Claimholders, promptly shall execute and deliver to the Senior Lien Agent or such Grantor such termination statements, releases and other documents as the Senior Lien Agent or such Grantor may reasonably request to effectively confirm such release. If, and only if, a Discharge of ABL Priority Obligations and Discharge of Senior Lien Priority Obligations shall have occurred, and in connection with the exercise of the First Lien Agent’s remedies in respect of any Collateral as set forth provided for in Section 3.1, the relevant Second Priority Debt DocumentsFirst Lien Agent, for itself and/or on behalf of any other First Lien Claimholders, releases its Liens on any part of the Collateral, then the Secondary Liens, if any, of the Junior Lien Agent and Junior Lien Claimholders on the Collateral sold or disposed of in connection with such exercise shall be automatically, unconditionally and simultaneously released if the net cash proceeds resulting from any such exercise of remedies are applied to reduce permanently the First Lien Obligations. The Junior Lien Agent holding such a Secondary Lien, for itself and/or on behalf of any of the Junior Lien Claimholders, promptly shall execute and deliver to the First Lien Agent or such Grantor such termination statements, releases and other documents as the First Lien Agent or such Grantor may reasonably request to effectively confirm such release. (b) Each Second Priority RepresentativeIn the event of any private or public Disposition of all or a material portion of the Collateral by one or more Grantors permitted under the terms of each of the ABL Loan Documents, the Senior Lien Loan Documents, the First Lien Loan Documents and the Junior Lien Loan Documents (other than in connection with the exercise of the applicable Agent’s remedies against the Collateral as contemplated in Section 5.1(a) above), the ABL Agent, for itself and and/or on behalf of any of the ABL Claimholders, releases its Liens on any part of the Collateral, in each Second case other than (A) in connection with the Discharge of ABL Priority Debt Party under Obligations or (B) after the receipt by the ABL Agent of a Default Notice from the Senior Lien Agent, First Lien Agent or Junior Lien Agent, then the Liens, if any, of the Senior Lien Agent, for itself and/or for the benefit of the Senior Lien Claimholders, the First Lien Agent, for itself and/or for the benefit of the First Lien Claimholders, and the Junior Lien Agent, for itself and/or for the benefit of the Junior Lien Claimholders, on such Collateral shall be automatically, unconditionally and simultaneously released (provided that the Liens securing the Senior Lien Obligations, the Liens securing the First Lien Obligations and the Liens securing the Junior Lien Obligations shall, subject to the terms of this Agreement, attach to the proceeds of any such Disposition, and provided further that the net cash proceeds of any such Disposition are applied in accordance with Section 4.1 (as if they were proceeds received in connection with an Exercise of Secured Creditor Remedies). Each Agent, for itself and/or on behalf of its Second respective Claimholders, promptly shall execute and deliver to the applicable other Agents or such Grantor such termination statements, releases and other documents as the applicable Agent or such Grantor may reasonably request to confirm such release. (c) Until the Discharge of ABL Priority Debt FacilityObligations shall occur, the Senior Lien Agent, for itself and/or on behalf of the Senior Lien Claimholders, the First Lien Agent, for itself and/or on behalf of the First Lien Claimholders, and the Junior Lien Agent, for itself and/or for the benefit of the Junior Lien Claimholders, hereby irrevocably constitutes and appoints the Designated Senior Representative ABL 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 Second Priority Representative Agent or such Second Priority Debt Party or Claimholder, whether in the Designated Senior RepresentativeABL Agent’s name or, at the option of the ABL Agent, in such Agent’s or any such Claimholder’s own name, from time to time in the Designated Senior Representativesuch ABL 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; provided that the ABL Agent shall only exercise such right upon the failure of any such Agent to take any action or execute any document or instrument when required to do so pursuant to the provisions of this Section 5.1(c). (cd) Unless After the Discharge of ABL Priority Obligations and until the Discharge of Senior Lien Priority Obligations has occurredshall occur, the ABL Agent, for itself and/or on behalf of the ABL Claimholders, the First Lien Agent, for itself and/or for the benefit of the First Lien Claimholders, and the Junior Lien Agent, for itself and/or for the benefit of the Junior Lien Claimholders, hereby irrevocably constitutes and appoints the Senior Lien Agent and any of its officers or agents, 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 Agent or such Claimholder, whether in the Senior Lien Agent’s name or, at the option of the Senior Lien Agent, in such Agent’s or any such Claimholder’s own name, from time to time in Senior Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release; provided that the Senior Lien Agent shall only exercise such right upon the failure of any such Agent to take any action or execute any document or instrument when required to do so pursuant to the provisions of this Section 5.1(d). (e) After the Discharge of ABL Priority Obligations and the Discharge of Senior Lien Priority Obligations and until the Discharge of First Lien Priority Obligations shall occur, the ABL Agent, for itself and/or on behalf of the ABL Claimholders, the Senior Lien Agent, for itself and/or for the benefit of the Senior Lien Claimholders and the Junior Lien Agent, for itself and/or for the benefit of the Junior Lien Claimholders, hereby irrevocably constitutes and appoints the First Lien Agent and any of its officers or agents, 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 Agent or such Claimholder, whether in the First Lien Agent’s name or, at the option of the First Lien Agent, in such Agent’s or any such Claimholder’s own name, from time to time in First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release; provided that the First Lien Agent shall only exercise such right upon the failure of any such Agent to take any action or execute any document or instrument when required to do so pursuant to the provisions of this Section 5.1(e) (f) Until the Discharge of ABL Priority Obligations, the Discharge of Senior Lien Priority Obligations, the Discharge of First Lien Priority Obligations, as applicable occurs, to the extent that an Agent or Claimholder with a Prior Lien (i) have released any Lien on Collateral or any guaranty from any Grantor with respect to the Obligations secured by the Prior Lien, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of the Obligations secured by the Prior Lien, then each Second Priority Representativeother Agent, for itself and for Claimholders with respect to Secondary Liens, shall be entitled to obtain a Lien on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to terms (including the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(clien subordination provisions) 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Collateralguaranty from such Grantor, 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Representativecase may be.

Releases. (a) Each Second Priority RepresentativeIf, for itself and on behalf at any time any Grantor or the holder of any Senior Lender Claim delivers notice to each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of 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 its Subsidiaries) (including for such purpose, in the case of the Company)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 permitted under the Credit Agreement, the Liens granted to Other First Priority Lien Obligations Credit Documents, the Second Priority Representatives Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Credit Agreement or the Other First Priority Lien Obligations Credit Documents in connection with any enforcement action, exercise of rights or remedies or to the extent that the First Lien Agents have consented to such sale, transfer or disposition; or (B) otherwise released in accordance with and as permitted by the Credit Agreement and the Other First Priority Lien Obligations Credit Documents (including in connection with any sale, transfer or disposition), then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second Priority Debt Secured Parties upon such Shared Common Collateral will automatically be released and discharged as and when, but only to secure Second Priority Debt Obligations shall terminate the extent, such Liens on such Common Collateral securing Senior Lender Claims are released 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 Obligationsdischarged. Upon delivery to a each Second Priority Representative Agent of an Officer’s Certificate a notice from any First Lien Agent or the Company 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 preceding sentence or otherwise), each Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative Agent will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledgeother documents confirming such release on customary terms, at the Company’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release expense of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt DocumentsCompany. (b) Each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby irrevocably constitutes and appoints (which appointment is coupled with an interest) the Designated Senior Representative Company, each First Lien Agent and any officer or agent of the Designated Senior RepresentativeCompany or such 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 each Second Priority Representative Agent or such Second Priority Debt Party holder or in the Designated Senior RepresentativeCompany’s or such First Lien Agent’s own name, from time to time in the Designated Senior RepresentativeCompany’s or such 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) Unless and until the Discharge of Senior Obligations Lender Claims has occurred, each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document a default, of proceeds of Shared Common Collateral or other collateral to the repayment of Senior Obligations Lender Claims pursuant to the Senior Debt Lender Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Agents or the Second Priority Debt Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees thatIf, in connection with: (i) the event exercise of a any First Lien Administrative Agent’s remedies in respect of the Collateral, including any sale, lease, exchange, transfer or other disposition of any specified item of Shared such Collateral (including all an “Exercise of Remedies”); or (ii) any sale, lease, exchange, transfer or substantially other disposition of any Collateral permitted under the terms of the First Lien Credit Documents (whether or not an event of default thereunder, and as defined therein, has occurred and is continuing) (a “Disposition”), or (iii) any release of Liens on the assets of any Grantor, all of the equity interests Capital Stock of which is being released pursuant to any other provision of this Section 5.1(a); the First Lien Administrative Agent, for itself or on behalf of any subsidiary of the Company)First Lien Claimholders, releases any of its Liens on any part of the Liens granted to Collateral, or releases any Grantor from its obligations under its guaranty of the First Lien Obligations, in each case other than in connection with the Discharge of the First Lien Obligations, then the Liens, if any, of the Second Priority Representatives Lien Administrative 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 Release”) and the Second Priority Debt Parties upon Lien Administrative Agent, for itself or on behalf of any such Shared Collateral Second Lien Claimholders, promptly shall execute and deliver to secure the First Lien Administrative Agent or such Grantor such customary termination statements, releases and other documents as the First Lien Administrative Agent or such Grantor may reasonably request to effectively confirm such release; provided, however, that the Second Priority Debt Obligations Lien Release shall terminate and be released, automatically and not occur without any further action, concurrently with the termination and release consent of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a the Second Priority Representative Lien Administrative Agent (x) in the case of an Officer’s Certificate stating that Exercise of Remedies, (i) as to any such termination and release of Liens securing Collateral the Senior Obligations has become effective (or shall become effective concurrently with such termination and release net proceeds of the Liens granted disposition of which will not be applied to permanently repay and reduce (and, to the Second Priority Debt Parties extent applicable, to reduce permanently commitments with respect to) the First Lien Obligations, and (ii) (other than in connection with a setoff or recoupment by any First Lien Claimholder) unless the First Lien Administrative Agent has provided at least 20 days notice of its intent to dispose of such Collateral, except that to the extent applicable law requires a shorter notice period in such circumstance, delivery of the notice in compliance with applicable law shall be sufficient, or (y), in the case of a Disposition, if the Disposition is prohibited by any provision of the Second Priority RepresentativesLien Credit Agreement. (b) and any necessary or proper instruments Until the Discharge of termination or release prepared by First Lien Obligations occurs, the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeLien Administrative Agent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien Claimholders, 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 with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Administrative Agent or such Second 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 limited purpose of carrying out the terms of this Section 5.01(a)5.1, to take any and all reasonable and 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 authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (c) Unless and until Until the Discharge of Senior First Lien Obligations has occurredoccurs, each Second Priority Representative, to the extent that the First Lien Administrative Agent for itself and on behalf of each Second Priority Debt Party the First Lien Claimholders (i) has released any Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtains any new Liens or additional guaranties from Grantors, then the 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 Lien Administrative Agent for itself and on behalf 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 Lien Claimholders shall be granted a Lien on any Second Priority such Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Collateraladditional guaranty, as the entitlement holdercase may be, (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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions priorities set forth above only with respect to, or in favor of, the Designated Senior RepresentativeSection 2.

Releases. (a) Each Second Priority RepresentativeIf, for itself and on behalf at any time any Grantor or the holder of any Senior Lender Claim delivers notice to each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of 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 its Subsidiaries) (including for such purpose, in the case of the Company)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 Liens granted to Other First Priority Lien Obligations Credit Documents, the Second Priority Representatives Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority 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 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 the Second Priority Debt Secured Parties upon such Shared Common Collateral will automatically be released and discharged as and when, but only to secure Second Priority Debt Obligations shall terminate the extent, such Liens on such Common Collateral securing Senior Lender Claims are released 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 Obligationsdischarged. Upon delivery to a each Second Priority Representative Agent of an Officer’s Certificate a 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 assets by the relevant Grantor pursuant to the preceding sentence or otherwise), each Second Priority Agent will promptly execute and deliver such instruments, releases, termination and statements or other documents confirming such release on customary terms. Notwithstanding the foregoing, if an Event of Default under the Indenture exists on the date of Discharge of Senior Lender Claims, the second priority Liens granted to on the Collateral securing the Second Priority Debt Parties and Claims will not be released pursuant to clause (B) of the Second Priority Representatives) and foregoing paragraph, except to the extent the Collateral or any necessary or proper instruments portion thereof was disposed of termination or release prepared in order to repay the Senior Lender Claims secured by the Company or any other GrantorCollateral (but in such event, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Collateral securing the Second Priority Collateral as set forth in Claims will be released when such Event of Default and all other Events of Default under the relevant Second Priority Debt DocumentsIndenture cease to exist). (b) Each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Debt Party under its Second 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 each Second Priority Representative Agent or such Second 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) Unless and until the Discharge of Senior Obligations Lender Claims has occurred, each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document a default, of proceeds of Shared Common Collateral or other collateral to the repayment of Senior Obligations Lender Claims pursuant to the Senior Debt Lender Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Agents or the Second Priority Debt Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority RepresentativeIf in connection with the exercise of Revolving Credit Collateral Agent’s remedies in respect of any Collateral as provided for in Section 3.1, the Revolving Credit Collateral Agent, for itself and and/or on behalf of each Second 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 Collateral Trustee, the Term Priority Debt Party under its Second Lien Claimholders and the Subordinated Lien Claimholders, on the Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Collateral Trustee, for itself and/or on behalf of any of the Term Priority Debt FacilityLien Claimholders and/or on behalf of any of the Subordinated Lien 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 Collateral (including all or substantially all collectively, a “Disposition”) permitted under the terms of each of the equity interests Revolving Credit Loan Documents, the Term Priority Lien Documents and the Subordinated Lien Documents (including voluntary Dispositions of any subsidiary Revolving Credit Collateral by the respective Grantors after a Revolving Credit Default, voluntary Dispositions of Term Priority Lien Collateral by the Companyrespective Grantors after a Term Priority Lien Default and voluntary Dispositions of Subordinated Lien Collateral by the respective Grantors after a Subordinated Lien Default), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Revolving Credit Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeAgent, 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 or a Subordinated Lien Default as the case may be (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 Collateral Trustee, for itself and/or on behalf of any of the Term Priority Lien Claimholders and/or on behalf of any of the Subordinated Lien Claimholders, on such Collateral shall be automatically, unconditionally and simultaneously released. The Collateral Trustee, for itself and/or on behalf of any Term Priority Lien Claimholder and/or on behalf of any Subordinated 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 Collateral Trustee, for itself and/or on behalf of the Second Term Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and Lien Claimholders and/or on behalf of each Second Priority Debt Party under its Second Priority Debt Facilitythe Subordinated Lien 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 the Collateral Trustee, such Second Term Priority Representative Lien Claimholder or such Second Priority Debt Party or Subordinated 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 Collateral Trustee’s, any Term Priority Lien Claimholder’s or Subordinated 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) 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 If, at any time any Grantor or the holder of any Senior Lender Claim delivers notice to each Second-Priority Agent that any specified Common Collateral (including for such purpose, in the case of the sale of all or substantially all of the 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 permitted under the Senior Credit Agreement, the Second Priority RepresentativeSenior Secured Notes Indenture and each other Second-Priority Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Senior Credit Agreement to the extent the Intercreditor Agent has consented to such sale, transfer or disposition: or (B) is otherwise released as permitted by the Senior Credit Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Collateral securing Senior Lender Claims are released and discharged. Upon delivery to each Second-Priority Agent of a notice from the Intercreditor Agent stating that any release of Liens securing or supporting the Senior Lender Claims has become effective (or shall become effective upon each Second-Priority Agent’s release) (whether in connection with a sale of such assets by the relevant Grantor pursuant to the preceding sentence or otherwise), each Second-Priority Agent, subject to Section 11.04 of the Second Priority Senior Secured Notes Indenture, will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Senior Lender Claims is released and discharged. (b) Each Second-Priority Agent, for itself and on behalf of each Second applicable Second-Priority Debt Party under its 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 Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby irrevocably constitutes and appoints the Designated Senior Representative Intercreditor Agent and any officer or agent of the Designated Senior RepresentativeIntercreditor 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 Second each Second-Priority Representative Agent or such Second Priority Debt Party holder or in the Designated Senior RepresentativeIntercreditor Agent’s own name, from time to time in the Designated Senior RepresentativeIntercreditor 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) Unless and until the Discharge of Senior Obligations Lender Claims has occurred, each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event a default, of default under any Senior Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral or other collateral to the repayment of Senior Obligations Lender Claims pursuant to the Senior Debt Documents, Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives Agents or the Second Second-Priority Debt Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations Claims not otherwise in contravention of this Agreementagreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority RepresentativeIf, for itself and on behalf of each Second Priority Debt Party under its Second 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 its Subsidiaries) is sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction permitted under each Senior Credit Agreement, the Second Secured Notes Indenture and each other Second-Priority Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) any Senior Credit Agreement to the extent the Intercreditor Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Company), the Liens granted to the Second Second-Priority Representatives and the Second Priority Debt Secured Parties upon such Shared Collateral will automatically be released and discharged as and when, but only to secure Second Priority Debt Obligations shall terminate the extent, such Liens on such Collateral securing Senior Lender Claims are released 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 Obligationsdischarged. Upon delivery to each Second-Priority Agent of a Second Priority Representative of an Officer’s Certificate notice from the Intercreditor 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 with upon each Second-Priority Agent’s release), each Second-Priority Agent will promptly execute and deliver such instruments, releases, termination and statements or other documents confirming such release on customary terms. In the case of the Liens granted sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the Second Priority Debt Parties extent, the guarantee by such Grantor or Subsidiary of Senior Lender Claims is released and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentsdischarged. (b) Each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby irrevocably constitutes and appoints the Designated Senior Representative Intercreditor Agent and any officer or agent of the Designated Senior RepresentativeIntercreditor 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 Second each Second-Priority Representative Agent or such Second Priority Debt Party holder or in the Designated Senior RepresentativeIntercreditor Agent’s own name, from time to time in the Designated Senior RepresentativeIntercreditor 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) Unless and until the Discharge of Senior Obligations Lender Claims has occurred, each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event a default, of default under any Senior Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of Senior Obligations Lender Claims pursuant to the Senior Debt Documents, Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives Agents or the Second Second-Priority Debt Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations Claims not otherwise in contravention of this Agreementagreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority RepresentativeIf in connection with any Enforcement Action by the First Lien Administrative Agent or any other exercise of the First Lien Administrative Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of First Lien Obligations, the First Lien Administrative Agent, for itself and or on behalf of each Second Priority Debt Party 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 Priority Debt FacilityLien Collateral Trustee, agrees thatfor 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 Administrative Agent, in each case prior to the event Discharge of a First Lien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and the First Lien Administrative Agent releases its Lien on the property or assets of such Person then the Liens of Second Lien Collateral Trustee with respect to the property or assets of such Person (other than any property or assets that constitute Excluded Collateral) will be automatically released to the same extent as the Liens of the First Lien Administrative Agent. The Second Lien Collateral Trustee, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Administrative Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Administrative 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 specified item of Shared Collateral by any Grantor (including all or substantially all collectively, a “Disposition”) permitted under the terms of the equity interests of any subsidiary First Lien Loan Documents and the terms of the CompanySecond Lien Documents (other than in connection with an Enforcement Action or other exercise of the First Lien Administrative Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a)), the First Lien Administrative Agent, for itself or on behalf of any other First Lien Claimholder, releases any of its Liens granted to 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 or (B) after the occurrence and during the continuance of any Event of Default under (and as defined in) the Second Priority Representatives and Lien Document, then the Liens, if any, of the Second Priority Debt Parties upon such Shared Lien Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeTrustee, for itself and for the benefit of the other Second Lien Claimholders, on behalf such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Second Priority Debt Parties under its Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Priority Debt Facility, to release the Liens on the Second Priority Lien Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority RepresentativeTrustee, for itself and or on behalf of each other Second Priority Debt Party under its Lien Claimholder, shall promptly execute and deliver to the First Lien Administrative Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Administrative Agent or such Guarantor Subsidiary may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Second Priority Debt FacilityLien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, hereby irrevocably constitutes designates 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 with full irrevocable power and authority in the place and stead of the Second Lien Collateral Trustee and such Second Priority Representative or such Second Priority Debt Party Lien Claimholder 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, 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) Unless . This power is coupled with an interest and is irrevocable 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 AgreementFirst Lien Obligations. (d) Notwithstanding anything Until the Discharge of First Lien Obligations occurs, to the contrary in extent that the First Lien Administrative Agent or any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor First Lien Claimholder (i) to make payment in respect of has released any item of Shared Lien on Collateral to, or any Guarantor Subsidiary from its obligation under its guarantee and any such Liens or guarantee are later reinstated or (ii) to deliver obtains any new Liens or afford control over additional guarantees from any item of Shared Guarantor Subsidiary, then the Second Lien Collateral toTrustee, or deposit for itself and for the other 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 Second Lien Debt represented by the Second Lien Collateral cannot be held in trust for multiple parties under applicable lawTrustee), (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 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the Second Priority Lien Collateral Document Trustee shall be granted an additional guarantee, 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 Second If, at any time Parent, CSL Capital or any other Grantor, the Designated First-Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in Representative or the event of a sale, transfer or other disposition holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified item of Shared Common Collateral (including all or substantially all of the equity interests of Parent, CSL Capital, any subsidiary other Grantor or any of their respective subsidiaries) is sold, transferred or otherwise disposed of (x) by the Companyowner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the Designated First-Priority Representative has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time), unless such release is granted upon or following the Discharge of First-Priority Obligations, the Liens granted to in favor of the Second Second-Priority Representatives and the Second Priority Debt Secured Parties upon such Shared Common Collateral will automatically be released and discharged as and when, but only to secure Second the extent, such Liens on such Common Collateral securing First-Priority Debt Obligations shall terminate are released 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 Obligationsdischarged. Upon delivery to a Second each Second-Priority Representative of an Officer’s Certificate a notice from the Designated First-Priority Representative or the Grantors stating that any such termination and release of Liens securing or supporting the Senior First-Priority Obligations has become effective (or shall become effective concurrently upon each First-Priority Representative’s release), whether in connection with a sale of such termination and release of assets by the Liens granted relevant owner pursuant to the Second Priority Debt Parties and the Second Priority Representatives) and any necessary preceding clauses or proper instruments of termination or release prepared by the Company or any other Grantorotherwise, such Second each Second-Priority Representative will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at other documents confirming such release on customary terms. In the Company’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release case of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement sale, transfer or other disposal of a Second Priority Representative, for itself and on behalf all or substantially all of the Second equity interests of Parent, CSL Capital, any other Grantor or any of their respective subsidiaries, the guarantee in favor of the Second-Priority Debt Parties under its Second Secured Parties, if any, made by such Grantor or subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or subsidiary of First-Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt DocumentsObligations is released and discharged. (b) Each Second Unless and until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured 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 such Second each Second-Priority Representative or such Second Priority Debt Party holder 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 this Section 5.01(a)5.01, 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)5.01, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior First-Priority Obligations has occurred, each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event a default, of default under any Senior Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of Senior First-Priority Obligations pursuant to the Senior Debt First-Priority Documents, ; provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives or the Second Second-Priority Debt Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Second-Priority Collateral Document, in the event the terms of a Senior First-Priority Collateral Document and a Second Second-Priority Collateral Document each require any Grantor (i) to make any payment in respect of any item of Shared Collateral toCommon Collateral, (ii) to deliver or afford control over any item of Shared Common Collateral to, or deposit any item of Shared Common Collateral with, (iii) to register ownership of any item of Shared Common Collateral in the name of or make an assignment of ownership of any Shared Common Collateral or the rights thereunder to, (iv) to obtain any deposit account control agreement, or cause any securities intermediarydepositary bank, commodity intermediary or other Person person acting in a similar capacity to agree to comply, in respect of any item of Shared Common Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Common Collateral, as the entitlement holder, (v) to hold any item of Shared Common Collateral in trust for (to the extent such item of Shared Common 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 Common Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Common 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 Common Collateral is located or waivers or subordination of rights with respect to any item of Shared Common Collateral in favor of, in any case, both the Designated Senior First-Priority Representative and any Second Second-Priority Representative or Second 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 Second Second-Priority Collateral Document as it relates to such Shared Common Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior First-Priority Representative, subject to Section 5.05 hereof.

Releases. (a) If, at any time any Grantor or the holder of any ABL Priority Claim delivers notice to the Term Loan Agents that any specified ABL Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any ABL Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (i) by the owner of such ABL Priority Collateral in a transaction permitted under the ABL Credit Agreement, the Term Loan Credit Agreement and each other ABL Loan Document (if any) and Term Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement by the owner of such ABL Priority Collateral (to the extent the ABL Agent has consented to such sale, transfer or disposition) or by the ABL Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Term Loan Lenders upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Claims are released and discharged. Upon delivery to each Term Loan Agent of a notice from the ABL Agent stating that any release of Liens by the ABL Agent securing or supporting the ABL Claims on any ABL Priority Collateral has become effective (or shall become effective upon each Term Loan Agent’s release), each Term Loan Agent will promptly execute, file and deliver such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the Company. Each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Debt Party under its 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 Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby irrevocably constitutes and appoints the Designated Senior Representative ABL Agent and any officer or agent of the Designated Senior RepresentativeABL 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 Second Priority Representative Term Loan Agent or such Second Priority Debt Party Term Loan Lender or in the Designated Senior RepresentativeABL Agent’s own name, from time to time in the Designated Senior RepresentativeABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.01(a5.1(a), including filing any termination statements, endorsements or other instruments of transfer or release; provided that the ABL Agent shall not exercise such power of attorney unless the Term Loan Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the ABL Agent. In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the Term Loan Lenders, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of ABL Priority Claims is released and discharged. (b) Subject to Section 5.6, if, at any time any Grantor or the holder of any Term Loan Claim delivers notice to the ABL Agent that any specified Term Loan Priority Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any Term Loan Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (i) by the owner of such Term Loan Priority Collateral in a transaction permitted under the Term Loan Credit Agreement, the ABL Credit Agreement and each other Term Loan Document (if any) and ABL Loan Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Term Loan Credit Agreement (or any other Credit Agreement governing Future Senior Term Indebtedness) by the owner of such Term Loan Priority Collateral (to the extent the applicable Term Loan Agents have consented to such sale, transfer or disposition) or by a Term Loan Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the ABL Lenders upon such Term Loan Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Loan Priority Collateral securing Term Loan Claims are released and discharged. Upon delivery to the ABL Agent of a notice from the applicable Term Loan Agent stating that any release of Liens by the Term Loan Agents securing or supporting the Term Loan Claims on any Term Loan Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), the ABL Agent will promptly execute, file and deliver such instruments, releases, termination statements or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the Company. In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the ABL Lenders, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Term Loan Claims is released and discharged. The ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby irrevocably constitutes and appoints each Term Loan Agent and any officer or agent of such Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Lender or in the Term Loan Agent’s own name, from time to time in the Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including filing any termination statements, endorsements or other instruments of transfer or release; provided that the applicable Term Loan Agent shall not exercise such power of attorney unless the ABL Agent has failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the applicable Term Loan Agent. (c) Unless and until the Discharge of Senior Obligations ABL Priority Claims has occurred, each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document a default, of proceeds of Shared ABL Priority Collateral to the repayment of Senior Obligations ABL Priority Claims pursuant to the Senior Debt Documents, ABL Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Term Loan Agents or the Second Priority Debt Parties Term Loan Lenders to receive proceeds in connection with the Second Priority Debt Obligations Term Loan Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document Unless and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations Term Loan Claims has occurred, comply with such requirement under the Second ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby consents to the application, whether prior to or after a default, of proceeds of Term Loan Priority Collateral Document as it relates to such Shared Collateral by taking any the repayment of Term Loan Claims pursuant to the Term Loan Credit Agreements; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the actions set forth above only ABL Agent or the ABL Lenders to receive proceeds in connection with respect to, or the ABL Claims not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) Each Second Priority Lien Authorized Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien 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 CompanySubsidiary), the Liens granted to the Second Priority Lien Authorized Representatives and the Second Priority Debt Lien Secured Parties upon such Shared Collateral to secure Second 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 First Lien Obligations. Upon delivery to a Second Priority 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 Second Priority Debt Lien Secured Parties and the Second Priority Lien Authorized Representatives) and any necessary or proper instruments of termination or release prepared by the Company Parent, the Borrower or any other Grantor, such Second Priority Lien Authorized Representative will promptly execute, deliver or acknowledge, at the CompanyParent’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 Second Priority Lien Authorized Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt FacilityLien Secured Parties, to release the Liens on the Second Priority Lien Collateral as set forth in the relevant Second Priority Debt Lien Documents. (b) Each Second Priority Lien Authorized Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien 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 Second Priority Lien Authorized Representative or such Second Priority Debt 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 Senior the First Lien Obligations has occurred, each Second Priority Lien Authorized Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien Secured Parties, hereby consents to the application, whether prior to or after an event of default under any Senior Debt First Lien Document of proceeds of Shared Collateral to the repayment of Senior First Lien Obligations pursuant to the Senior Debt First Lien Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Lien Authorized Representatives or the Second Priority Debt Lien Secured Parties to receive proceeds in connection with the Second Priority Debt Lien Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Lien Security Document, in the event the terms of a Senior Collateral First Lien Security Document and a Second Priority Collateral Lien Security Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral toCollateral, (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 Second Priority Lien Authorized Representative or Second Priority Debt Lien Secured Party, such Grantor may, until the applicable Discharge of Senior the First Lien Obligations has occurred, comply with such requirement under the Second Priority Collateral 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) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees thatIf, in connection with: (i) the event exercise of the First-Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1 hereof, including any sale, lease, exchange, transfer or other disposition (including, but not limited to, a salesale under Section 363 of the Bankruptcy Code) of any such Collateral (any of the foregoing, a “Remedial Action”); (ii) any sale (including, but not limited to, a sale under Section 363 of the Bankruptcy Code), lease, exchange, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all permitted under the terms of the equity interests First-Lien Documents and not expressly prohibited by the Second-Lien Notes Documents (whether or not an “event of default” thereunder or under any subsidiary of Second-Lien Notes Document has occurred and is continuing); or (iii) any agreement (not contravening the Company), First-Lien Documents or the Liens granted to Second-Lien Notes Documents) between the Second Priority Representatives First-Lien Collateral Agent and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any Grantor (x) to release the First-Lien Collateral Agent’s Lien on any portion of the Collateral (other Grantorthan in connection with, such Second Priority Representative will promptly executeor in anticipation of, deliver a Discharge of First-Lien Obligations) or acknowledge(y) to release any Grantor from its obligations under its guaranty of the First-Lien Obligations (other than in connection with, or in anticipation of, a Discharge of First-Lien Obligations); there occurs the release by the First-Lien Collateral Agent, acting on its own or at the Company’s direction of the Required First-Lien Creditors, of any of its Liens on any part of the Collateral, or of 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 and for the benefit of the other Grantor’s sole cost Second-Lien Creditors, on such Collateral, and expensethe obligations of such Grantor under its guaranty of the Second-Lien Obligations, shall be automatically, unconditionally and simultaneously released (the “Second-Lien Release”), and the Second-Lien Collateral Agent, on behalf of the Second-Lien Creditors, promptly shall execute and deliver to the First-Lien Collateral Agent or such instruments to evidence 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; provided, however, that the Second-Lien Release shall not occur without the consent of the Liens. Nothing Second-Lien Collateral Agent in this Section 5.01(athe case of the exercise of remedies as to any Shared Collateral the proceeds of which will not be applied to repay the First-Lien Obligations; provided, further, that if an “event of default” then exists under the Second-Lien Notes Indenture and the Discharge of First-Lien Obligations occurs concurrently with or as a result of any such release, the Second-Lien Collateral Agent (on behalf of the Second-Lien Creditors) will shall be deemed entitled to affect any agreement receive the residual cash or other proceeds (if any) remaining after giving effect to such release and the Discharge of a Second Priority RepresentativeFirst-Lien Obligations to the extent required pursuant to the terms of the Second-Lien Notes Documents. (b) Until the Discharge of First-Lien Obligations occurs, the Second-Lien Collateral Agent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilitySecond-Lien Creditors, 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-attorney in fact with full irrevocable power and authority in the place and stead of such Second Priority Representative the Second-Lien Collateral Agent or such Second Priority Debt Party other Second-Lien Creditor 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 at any time that the Second-Lien Collateral Agent fails to act as required by this Section 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) Unless and until If, prior to the Discharge of Senior Obligations has occurredFirst-Lien Obligations, each Second a subordination of the First-Lien Collateral Agent’s Lien on any Shared Collateral is permitted (or in good faith believed by the First-Lien Collateral Agent to be permitted) under the First-Lien Credit Agreement to another Lien permitted under the First-Lien Credit Agreement (a “Priority RepresentativeLien”), then the First-Lien Collateral Agent is authorized to execute and deliver a subordination agreement with respect thereto in form and substance satisfactory to it, and the Second-Lien Collateral Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilitythe Second-Lien Creditors, hereby consents shall promptly execute and deliver to the applicationFirst-Lien Collateral Agent or the relevant Grantor an identical subordination agreement, whether prior modified as deemed necessary by the First-Lien Collateral Agent to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral give effect to this Agreement, subordinating 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 Liens 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 Second Priority Second-Lien Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates Second-Lien Creditors 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 Second 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 Second 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 guaranty of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, then the Liens, if any, of the Second Priority Debt FacilityLien Collateral Agent, agrees thatfor 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 collectively, a "DISPOSITION") permitted under the terms of both the First Lien Loan Documents and the Second Lien Loan Documents (other than 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 or on behalf of 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 guaranty of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, in each case other than (A) in connection with 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 equity interests 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 subsidiary 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. (c) Until the Discharge of the Company)First Lien Obligations occurs, the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Lien Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeAgent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien 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 the Second Priority Representative Lien Collateral Agent or such Second Priority Debt Party holder or in the Designated Senior Representative’s First Lien Collateral Agent's own name, from time to time in the Designated Senior Representative’s First 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. (cd) Unless and until Until the Discharge of Senior First Lien Obligations has occurredoccurs, each to the extent that the First Lien Collateral Agent or the First Lien Claimholders (i) have released any Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Grantor, then the Second Priority RepresentativeLien Collateral Agent, for itself and for the Second Lien Claimholders, shall be granted a Lien on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject to the applicationlien subordination provisions of this Agreement, whether prior to or after and an additional guaranty, as the case may be. (e) In the event that the principal amount of default funded First Lien Obligations plus the aggregate face amount of letters of credit, if any, issued under any Senior Debt Document the First Lien Credit Agreement and not reimbursed plus the aggregate principal amount of proceeds unfunded commitments under the First Lien Credit Agreement, plus, without duplication, the principal amount of Shared Collateral to Indebtedness guaranteed by the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing Company in this Section 5.01(c) shall be construed to prevent or impair the rights respect of the obligations of the European First Lien Borrower (collectively, the "FIRST LIEN OBLIGATIONS AMOUNT"), at any date of determination no longer constitute at least 15% of the sum of (i) the First Lien Obligations Amount and (ii) the principal amount of funded Second Priority Representatives or Lien Obligations plus the aggregate principal amount of unfunded commitments under the Second Priority Debt Parties to receive proceeds Lien Credit Agreement (collectively, the "SECOND LIEN OBLIGATIONS AMOUNT"), then any agreement provided for in Section 5.1(a) and (b) above (except for releases given in connection with a Disposition permitted under the First Lien Loan Documents and the Second Priority Debt Obligations not otherwise in contravention Lien Loan Documents) shall require the consent of this Agreement. (d) Notwithstanding anything to the contrary in any First Lien Claimholders and Second Priority Collateral Document, Lien Claimholders representing in the event aggregate more than 50% of the terms sum of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral to, the First Lien Obligations Amount and (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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 RepresentativeLien Obligations Amount.

Releases. (a) Each Second The ABL Agent shall have the exclusive right to make determinations regarding the release or Disposition of any ABL Priority RepresentativeCollateral pursuant to the terms of the ABL Documents or in accordance with the provisions of this Agreement, in each case without any consultation with, consent of or notice to any of the Term Claimholders. (b) The Term Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Term Priority Collateral pursuant to the terms of the Term Documents or in accordance with the provisions of this Agreement, in each case without any consultation with, consent of or notice to any of the ABL Claimholders. (c) If, in connection with an Enforcement Action by the ABL Agent as provided for in Section 3, or any action by the ABL Agent that would have otherwise constituted an Enforcement Action but for the fact that the ABL Priority Collateral that is the subject thereof is not material, the ABL Agent releases any of its Liens on any part of the ABL Priority Collateral (or such Liens are released by operation of law), then the Liens of each Term Agent (in each case, held for itself and on behalf of each Second Priority Debt Party under its 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 Term Claimholder it represents) on such part of the equity interests of any subsidiary of the Company)ABL Priority Collateral, the Liens granted to the Second Priority Representatives shall be automatically, unconditionally and the Second Priority Debt Parties upon such Shared Collateral to secure Second 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (bd) Each Second If, in connection with an Enforcement Action by the Term Agent as provided for in Section 3, or any action by the Term Agent that would have otherwise constituted an Enforcement Action but for the fact that the Term Priority RepresentativeCollateral that is the subject thereof is not material, each Term Agent releases any of its Liens (in each case, held for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and Term Claimholder it represents) on any officer or agent part 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 Second Term Priority Representative Collateral (or such 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 Liens are released by operation of carrying out the terms of Section 5.01(alaw), to take any then the Liens of the ABL Agent on such part of the Term Priority Collateral, shall be automatically, unconditionally 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 releasesimultaneously released. (ce) Unless and until If in connection with an Enforcement Action by the Discharge of Senior Obligations has occurredTerm Agent as provided in Section 3, each Second Priority RepresentativeTerm Agent releases its Liens (in each case, held for itself and on behalf of each Second Term Claimholder it represents) on the Equity Interests in any Grantor and also releases its Liens (in each case, held for itself and on behalf of each Term Claimholder it represents) on the Collateral of such Grantor, then the Liens of the ABL Agent on such Equity Interests and all such Collateral of such Grantor (whether ABL Priority Debt Party under its Second Collateral or Term 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(cCollateral) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds automatically, unconditionally and (f) If, in connection with any Disposition of any ABL Priority Collateral (other than an ABL Default Disposition) permitted under the Second terms of the ABL Documents and permitted under the terms of the Term Documents, the ABL Agent releases any of its Liens on the portion of the ABL Priority Debt Obligations not otherwise Collateral that is the subject of such Disposition, then the Liens of each Term Agent (in contravention each case, held for itself and on behalf of this Agreementeach Term Claimholder it represents) on such portion of ABL Priority Collateral shall be automatically, unconditionally and simultaneously released. (dg) Notwithstanding anything to the contrary If, in connection with any Second Disposition of any Term Priority Collateral Document, in the event (other than a Term Default Disposition) permitted under the terms of a Senior Collateral Document the Term Documents and a Second permitted under the terms of the ABL Documents, each Term Agent releases any of its Liens (in each case, held for itself and on behalf of each Term Claimholder it represents) on the portion of the Term Priority Collateral Document each require that is the subject of such Disposition, then the Liens of the ABL Agent on such portion of Term Priority Collateral shall be automatically, unconditionally and simultaneously released. (h) In the event of any Grantor private or public Disposition of all or any portion of the ABL Priority Collateral by one or more Grantors with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Default (and prior to the Payment in Full of ABL Priority Debt), which Disposition is conducted by such Grantors with the consent of the ABL Agent in connection with good faith efforts by the ABL Agent to collect the ABL Debt through the Disposition of ABL Priority Collateral (any such Disposition, an “ABL Default Disposition”), then the Liens of the Term Agent on such ABL Priority Collateral shall be automatically, unconditionally and simultaneously released so long as (i) to make payment in respect of any item of Shared Collateral tothe ABL Agent also releases its Liens on such ABL Priority Collateral, (ii) the Liens of each Term Agent (in each case, held for itself and on behalf of each Term Claimholder it represents) continue to deliver or afford control over any item attach to the proceeds of Shared Collateral tosuch ABL Default Disposition to the extent not used to repay ABL Priority Debt, or deposit any item of Shared Collateral with, and (iii) to register ownership the proceeds of any item of Shared Collateral such ABL Default Disposition are applied in accordance with Section 4.1(a) (as if they were proceeds received in connection with an Enforcement Action). (i) In the name of or make an assignment of ownership event of any Shared private or public Disposition of all or any portion of the Term Priority Collateral by one or more Grantors with the rights thereunder toconsent of, as applicable, the Initial Term Agent or any other Additional Term Agent after the occurrence and during the continuance of a Term Default (and prior to the Payment in Full of Term Priority Debt), which Disposition is conducted by such Grantors with the consent of the Term Agent in connection with good faith efforts by the Term Agent to collect the Term Debt through the Disposition of Term Priority Collateral (any such Disposition, a “Term Default Disposition”), then the Liens of the ABL Agent on such Term Priority Collateral shall be automatically, unconditionally and simultaneously released so long as (i) each Term Agent also releases its Liens (in each case, held for itself and on behalf of each Term Claimholder it represents) on such Term Priority Collateral, (ii) the ABL Agent’s Lien continues to attach to the proceeds of such Term Default Disposition to the extent not used to repay Term Priority Debt, and (iii) the proceeds of any such Term Default Disposition are applied in accordance with Section 4.1(c) (as if they were proceeds received in connection with an Enforcement Action). (j) To the extent that the Liens of the Term Agent in and to any ABL Priority Collateral are to be released as provided in this Section 5.1: (i) each Term Agent shall promptly, upon the written request of the ABL Agent, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the ABL Agent may reasonably request in connection with (k) To the extent that the Liens of the ABL Agent in and to any Term Priority Collateral are to be released as provided in this Section 5.1: (i) the ABL Agent shall promptly, upon the written request of the Term Agent, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the Term Agent may reasonably request in connection with such Disposition to evidence and effectuate such release; provided that any such release or UCC amendment by the ABL Agent shall not extend to or otherwise affect any of the rights, if any, of the ABL Agent to the proceeds from any such Disposition of any Collateral; (ii) from and after the time that the Liens of the ABL Agent in and to such Term Priority Collateral are released, the ABL Agent shall be automatically and irrevocably deemed to have authorized Holdings, the Term Agent or their respective designees to file UCC amendments releasing the Collateral subject to such Disposition; (iii) the ABL Agent shall be deemed to have consented under the ABL Documents to such Disposition to the same extent as the consent of the Term Claimholders; and (iv) cause in accordance with the provisions of applicable law, the Liens of the ABL Agent shall automatically attach to any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect proceeds of any item Collateral subject to any such Disposition to the extent not used to repay Term Debt. (l) Until the Payment in Full of Shared ABL Priority Debt occurs, to the extent that the ABL Claimholders (i) have released any Lien on ABL Priority Collateral or any Grantor with respect to the ABL Debt, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of the ABL Debt, then each Term Agent shall be entitled to obtain a Lien on any such ABL Priority Collateral, with instructions or orders fromsubject to the terms (including the lien subordination provisions) of this Agreement, or to treat, in respect and a guaranty from such Grantor of any item of Shared Collateralthe Term Debt, as the entitlement holdercase may be. (m) Until the Payment in Full of Term Priority Debt occurs, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared that the Term Claimholders (i) have released any Lien on Term Priority 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 Grantor 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 ofthe Term Debt, in any case, both the Designated Senior Representative and any Second Priority Representative such Liens or Second Priority Debt Partyobligations are later reinstated, such or (ii) obtain any new Liens from any Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking or obtain a guaranty from any Grantor of the actions set forth above only with respect toTerm Debt, or in favor of, then the Designated Senior Representative.ABL Agent shall be

Releases. (a) Each Until the Discharge of First Lien Priority Obligations, if, at any time any Obligor or any First Lien Secured Party delivers notice to the Second Priority Representative, for itself Lien Agent and on behalf of each Second Priority Debt Party under its Second 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 its subsidiaries, which shall include for such purpose, in the case of the Companysale of equity interests in any such subsidiary, any Collateral held by such subsidiary or any direct or indirect subsidiary thereof) is Disposed of (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 Event of Default under (and as defined in) the RBL Credit Agreement in connection with any Enforcement Action, exercise of 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 granted 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 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 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 Second Priority Representatives Lien Agent and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a Second 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 and upon the release of the Liens granted to by the Second Priority Debt Parties Lien Agent and the Second Priority Representativeseach Permitted Third Lien Representative) and any necessary or proper instruments of termination or release prepared by (ii) in the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf case of the Second Priority Debt Parties Lien Agent and each Permitted Third Lien Representative, delivery of such certificates and other documents required to be delivered under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral Lien Indenture or the Permitted Third Lien Documents (as set forth the case may be), whether in connection with a sale of such assets by the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such 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 Obligor pursuant to the Senior Debt Documentspreceding clauses or otherwise, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights Second Lien Agent, each of the other Second Priority Representatives 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 Company, it being understood that all reasonable and documented out-of-pocket expenses incurred by any Second Priority Debt Lien Secured Parties to receive proceeds or any Permitted Third Lien Secured Parties (and, in each case, their respective representatives) in connection with the execution and delivery of such release documents or instruments shall be borne by the Obligors. In the case of the Disposition of all or substantially all of the equity interests of a Obligor or any of its subsidiaries, the guarantee in favor of the Second Priority Debt Obligations not otherwise Lien Secured Parties or any Permitted Third Lien Secured Parties, in contravention of this Agreement. (d) Notwithstanding anything each case, if any, made by such Obligor or such subsidiary will automatically be released and discharged as and upon, but only to the contrary in any Second Priority Collateral Documentextent, in the event guarantee by such Obligor or such subsidiary of the First Lien Obligations is released and discharged if (A) such Disposition is permitted by the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor the First Lien Documents, (iB) to make payment in respect such Disposition is made during the existence of any item Event of Shared Collateral toDefault 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 Second Priority Representative or Second 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 Second 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 Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees thatIf, in connection with: (i) the event exercise of a the First-Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1 hereof, including any sale, lease, exchange, transfer or other disposition of any specified item of Shared such Collateral (including all or substantially all any of the equity interests foregoing, a “Remedial Action”); (ii) any sale, lease, exchange, transfer, conveyance or other disposition (any of the foregoing, a “Disposition”) of any subsidiary Collateral permitted under the terms of the CompanyFirst-Lien Credit Documents (whether or not an “event of default” thereunder or under any Second-Lien Credit Document has occurred and is continuing), ; or (iii) any agreement (not contravening the Liens granted to First-Lien Credit Documents) between the Second Priority Representatives First-Lien Collateral Agent and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company Borrower or any other GrantorGrantor (x) to release the First-Lien Collateral Agent’s Lien on any portion of the Collateral (other than in connection with, such Second Priority Representative will promptly executeor in anticipation of, deliver a Discharge of First-Lien Credit Agreement Obligations or acknowledgea Discharge of First-Lien Obligations) or (y) to release any Grantor from its obligations under the First-Lien Obligations (other than in connection with, or in anticipation of, a Discharge of First-Lien Credit Agreement Obligations or a Discharge of First-Lien Obligations); there occurs the release by the First-Lien Collateral Agent, acting on its own or at the Company’s direction of the Required First-Lien Creditors, of any of its Liens on any part of the Collateral, or of any Grantor from its obligations under the other Grantor’s sole cost First-Lien Obligations, then the Liens, if any, of the Second-Lien Collateral Agent, for itself and expensefor the benefit of the Second-Lien Creditors, on such instruments Collateral, and the obligations of such Grantor under the Second-Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second-Lien Collateral Agent, for itself or on behalf of any such Second-Lien Creditors, promptly shall execute and deliver to evidence the First-Lien Collateral Agent or 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; provided however that if an “event of default” then exists under the Credit Agreement and the Discharge of First-Lien Obligations occurs concurrently with any such release, the Second-Lien Collateral Agent (on behalf of the Liens. Nothing in this Section 5.01(aSecond-Lien Creditors) will shall be deemed entitled to affect any agreement receive the residual cash or cash equivalents (if any) constituting Collateral or proceeds thereof remaining after giving effect to such release and the Discharge of a Second Priority Representativethe First-Lien Obligations. (b) Until the Discharge of First-Lien Obligations occurs, the Second-Lien Collateral Agent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilitySecond-Lien Creditors, 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 Second Priority Representative the Second-Lien Collateral Agent or such Second Priority Debt Party other Second-Lien Creditor 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) Unless and until If, prior to the Discharge of Senior Obligations has occurredFirst-Lien Obligations, each Second a subordination of the First-Lien Collateral Agent’s Lien on any Collateral is permitted (or in good faith believed by the First-Lien Collateral Agent to be permitted) under the Credit Agreement to another Lien permitted under the Credit Agreement (a “Priority RepresentativeLien”), then the First-Lien Collateral Agent is authorized to execute and deliver a subordination agreement with respect thereto in form and substance satisfactory to it, and the Second-Lien Collateral Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilitythe Second-Lien Creditors, hereby consents shall promptly execute and deliver to the application, whether prior to First-Lien Collateral Agent or after the relevant Grantor an event of default under any Senior Debt Document of proceeds of Shared Collateral to identical subordination agreement subordinating 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 Liens 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 Second Priority Second-Lien Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates Second-Lien Creditors 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 Second If, at any time any Grantor, the First-Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in Collateral Agent or the event of a sale, transfer or other disposition holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified item of Shared Common Collateral (including all or substantially all of the equity interests of a Grantor or any subsidiary of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document, (y) by way of enforcement by any First-Priority Secured Party under any applicable law, or (z) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent is exercising remedies or has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Company), the Liens granted to the Second Second-Priority Representatives and the Second Priority Debt Secured Parties upon such Shared Common Collateral will automatically be released and discharged as and when, but only to secure Second the extent, such Liens on such Common Collateral securing First-Priority Debt Obligations shall terminate are released 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 Obligationsdischarged. Upon delivery to a Second each Second-Priority Representative of an Officer’s Certificate a notice from the First-Priority Collateral Agent or the Company stating that any such termination and release of Liens securing or supporting the Senior First-Priority Obligations has become effective (or shall become effective concurrently upon each First-Priority Representative’s release), whether in connection with a sale of such termination and release of assets by the Liens granted relevant owner pursuant to the Second Priority Debt Parties and the Second Priority Representatives) and any necessary preceding clauses or proper instruments of termination or release prepared by the Company or any other Grantorotherwise, such Second each Second-Priority Representative will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at other documents confirming such release on customary terms. In the Company’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release case of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement sale of all or substantially all of the equity interests of a Second Priority RepresentativeGrantor or any of its Subsidiaries, for itself and on behalf the guarantee in favor of the Second Second-Priority Debt Parties under its Second Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt DocumentsObligations is released and discharged. (b) Each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, 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 Second each Second-Priority Representative or such Second Second-Priority Debt Secured Party 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 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) Unless and until the Discharge of Senior First-Priority Obligations has occurred, each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event a default, of default under any Senior Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of Senior First-Priority Obligations pursuant to the Senior Debt First-Priority Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives or the Second Second-Priority Debt Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 (x) If, at any time any Grantor or any First Lien Secured Party delivers notice to the Second Priority Representative, Lien Collateral Agent with respect to any specified Common Collateral (including for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees thatsuch purpose, in the event case of a sale, transfer the sale or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that: (A) such specified Common Collateral has been or is being sold, transferred or otherwise disposed of any subsidiary in connection with a Disposition by the owner of such Common Collateral in a transaction permitted under the First Lien Credit Agreement; or (B) the First Priority Liens thereon have been or are being released in connection with a Subsidiary that is released from its guarantee under the First Lien Credit Agreement; or (C) the First Priority Liens thereon have been or are being otherwise released as permitted by the First Lien Credit Agreement or by the First Lien Collateral Agent on behalf of the CompanyFirst Lien Secured Parties (unless, in the case of clause (B) or (C) of this Section 5.1(a)(x) such release occurs in connection with, and after giving effect to, a Discharge of First Lien Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Common Collateral by the First Lien Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies or a sale or other disposition generating sufficient proceeds to cause the Discharge of First Lien Obligations, a “Payment Discharge”)), then the Second Liens upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First Lien Obligations are released and discharged (provided that in the case of a Payment Discharge, the Liens granted to on any Common Collateral disposed of in connection with the satisfaction in whole or in part of First Lien Obligations shall be automatically released but any proceeds thereof not used for purposes of the Discharge of First Lien Obligations or otherwise in accordance with the Second Priority Representatives Lien Credit Agreement shall be subject to Second Liens and the Second Priority Debt Parties upon such Shared Collateral shall be applied pursuant to secure 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 ObligationsSection 4.1). Upon delivery to the Second Lien Collateral Agent of a Second Priority Representative of an Officer’s Certificate notice from the First Lien Collateral Agent stating that any such termination and release of Liens securing or supporting the Senior First Lien Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to upon the Second Priority Debt Parties and Lien Collateral Agent’s release), the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative Lien Collateral Agent will promptly execute, deliver or acknowledgepromptly, at the Company’s or the other Grantor’s sole cost and expense, execute and deliver such instruments instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to evidence the comparable instruments, releases and termination statements executed by the First Lien Collateral Agent in connection with such termination and release. In the case of the sale of capital stock of a Subsidiary or any other transaction resulting in the release of such Subsidiary’s guarantee under the Liens. Nothing First Lien Credit Agreement in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representativeaccordance with the First Lien Credit Agreement, for itself and on behalf the guarantee in favor of the Second Priority Debt Parties under its Second Priority Debt FacilityLien Secured Parties, to release the Liens on the Second Priority Collateral if any, made by such Subsidiary will automatically be released and discharged as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representativeand when, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such 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 but only 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 ofextent, the Designated Senior Representativeguarantee by such Subsidiary of First Lien Obligations is released and discharged.

Releases. (a) Each Second If, at any time, any Grantor, the First-Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in Collateral Agent or the event of a sale, transfer or other disposition holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified item of Shared Common Collateral (including all or substantially all of the equity interests of a Grantor or any subsidiary of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Notes Document, (y) by way of enforcement by any First-Priority Secured Party under any applicable law, or (z) during the existence of any Event of Default under (and as defined in) the First Lien Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent is exercising remedies or has consented to such sale, transfer or disposition, including a sale pursuant to Section 363 of the Company)Bankruptcy Code, the entry of an order of the Bankruptcy Court pursuant to Section 363 of the Bankruptcy Code, or in connection with the confirmation of a plan of reorganization in any Insolvency Proceeding, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens granted to in favor of the Second Second-Priority Representatives and the Second Priority Debt Secured Parties upon such Shared Common Collateral will automatically be released and discharged as and when, but only to secure Second the extent, such Liens on such Common Collateral securing First-Priority Debt Obligations shall terminate are released 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 Obligationsdischarged. Upon delivery to a Second each Second-Priority Representative of an Officer’s Certificate a notice from the First-Priority Collateral Agent or the Borrower stating that any such termination and release of Liens securing or supporting the Senior First-Priority Obligations has become effective (or shall become effective concurrently upon each First-Priority Representative’s release), whether in connection with a sale of such termination and release of assets by the Liens granted relevant owner pursuant to the Second Priority Debt Parties and the Second Priority Representatives) and any necessary preceding clauses or proper instruments of termination or release prepared by the Company or any other Grantorotherwise, such Second each Second-Priority Representative will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at other documents confirming such release on customary terms. In the Company’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release case of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement sale of all or substantially all of the equity interests of a Second Priority RepresentativeGrantor or any of its Subsidiaries, for itself and on behalf the guarantee in favor of the Second Second-Priority Debt Parties under its Second Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt DocumentsObligations is released and discharged. (b) Each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby irrevocably constitutes and appoints (which appointment is coupled with an interest and is irrevocable) 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 Second each Second-Priority Representative or such Second Second-Priority Debt Secured Party 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 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) Unless and until the Discharge of Senior First-Priority Obligations has occurred, each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event a default, of default under any Senior Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of Senior First-Priority Obligations pursuant to the Senior Debt First-Priority Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives or the Second Second-Priority Debt Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority Representative, for itself and on behalf of each Second Priority Debt Secured Party under its Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition Disposition of any specified item item(s) of Shared Collateral (including all or substantially all of the equity interests Capital Stock of the Borrower or any Subsidiary of the Borrower) (i) in connection with any exercise of remedies in respect of any subsidiary Collateral by a Senior Priority Representative, or (ii) that is permitted by the terms of the Company)Second Priority Debt Documents and the Senior Priority Debt Documents, the Liens granted to the Second Priority Representatives and the 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 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. Upon delivery to a 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 Second Priority Debt Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release have been prepared by the Company Borrower or any other Grantor, or upon request of the Designated Senior Representative, such Second Priority Representative will promptly (and, in any event, within 3 Business Days) execute, deliver or acknowledge, at the Company’s or the other GrantorBorrower’s sole cost and expenseexpense and without any representation or warranty, such instruments to evidence such termination and release of the Liens; provided that delivery of any such instruments shall not be deemed to be a condition precedent to such termination and release, which shall occur automatically as described herein and shall not in any event require any action to be taken by the Second Priority Representative or any Second Priority Secured Parties. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Debt Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as in any circumstances not described herein to the extent such agreement is set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Secured Party under its 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 Second Priority Representative or such 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 Debt 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 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 Debt Secured Parties to receive proceeds Proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Priority Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral toCollateral, (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 lawLaw), (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 Second Priority Representative or Second Priority Debt Secured Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority RepresentativeIf: (i) all other Liens (other than Permitted Liens (as defined in the Indenture) under clauses (b) - (aa) of the definition of Permitted Liens in the Indenture) on any Common Collateral securing Credit Agreement Obligations or any Other Second-Lien Obligations then secured by that Common Collateral (including all commitments thereunder) are released; provided that after giving effect to the release, Senior Secured Claims secured by Liens on the remaining Common Collateral remain outstanding; (ii) any Common Collateral is disposed of pursuant to a transaction permitted or not prohibited under the Indenture; (iii) the Company provides substitute collateral for any Common Collateral with at least an equivalent fair value, as determined in good faith by the Board of Directors of the Company; (iv) all of the stock of any of the Subsidiaries that is Common Collateral is released or any Subsidiary that is a Note Guarantor (as defined in the Indenture) is released from its Note Guarantee (as defined in the Indenture); or (v) the Company so requests in respect of Common Collateral with a fair value, as determined in good faith by the Board of Directors of the Company, of up to $2.0 million in any calendar year; subject to a cumulative carryover for any amount not used in any prior calendar year, then the Liens, if any, of the Trustee, for itself or for the benefit of the Noteholders, on such Common Collateral (and, in the case of clause (iv) above, on the assets of such Subsidiary that constitute Common Collateral) shall be automatically, unconditionally and simultaneously released and the Trustee, for itself and on behalf of any such Noteholder, promptly shall execute and deliver to the Credit Agent or such Grantor such termination statements, releases and other documents as the Credit Agent or such Grantor may request to effectively confirm such release; provided that a Grantor shall not be released from its guaranty of the Noteholder Claims pursuant to this Section if such Grantor will remain liable under a guaranty in respect of the Senior Subordinated Notes or other Subordinated Obligations (each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, as defined in the event of a sale, transfer or other disposition of any specified item of Shared Collateral Indenture). (including all or substantially all of the equity interests of any subsidiary of the Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representativesb) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeThe Trustee, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityNoteholders, hereby irrevocably constitutes and appoints the Designated Senior Representative Credit Agent and any officer or agent of the Designated Senior RepresentativeCredit 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 Second Priority Representative the Trustee or such Second Priority Debt Party holder or in the Designated Senior Representative’s Credit Agent's own name, from time to time in the Designated Senior Representative’s Credit 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) 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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) If, at any time any Grantor or the holder of any ABL Priority Claim delivers notice to the Designated Term Loan Agent that any specified ABL Facility First Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of Capital Stock of any Subsidiary, any ABL Facility First Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (i) by the owner of such ABL Facility First Priority Collateral (or the owner of such Capital Stock, as applicable) in a transaction permitted under the ABL Credit Agreement, the Term Loan Agreement and each other ABL Loan Document and Term Loan Document; or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement to the extent the ABL Agent has consented to such sale, transfer or disposition including pursuant to any Exercise of Secured Creditor Rights by the ABL Agent; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Term Loan Lenders upon such ABL Facility First Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Facility First Priority Collateral securing ABL Priority Claims are released and discharged. Upon delivery to the Designated Term Loan Agent of a notice from the ABL Agent stating that any release of Liens securing or supporting the ABL Priority Claims on any ABL Facility First Priority Collateral has become effective (or shall become effective upon the Designated Term Loan Agent’s release), the Designated Term Loan Agent and, if applicable, any other Term Loan Agent, each on behalf of itself and each applicable Term Loan Lender, will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms at the expense of the Borrower. Each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Debt Party under its 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 Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby irrevocably constitutes and appoints the Designated Senior Representative ABL Agent and any officer or agent of the Designated Senior RepresentativeABL 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 Second Priority Representative Term Loan Agent or such Second Priority Debt Party Term Loan Lender or in the Designated Senior RepresentativeABL Agent’s own name, from time to time in the Designated Senior RepresentativeABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a5.1(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 this Section 5.01(a5.1(a), including any termination statements, endorsements or other instruments of transfer or release. (b) If, at any time any Grantor or the holder of any Term Loan Priority Claim delivers notice to the ABL Agent that any specified Term Facility First Priority Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of Capital Stock of any Subsidiary, any Term Facility First Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (i) by the owner of such Term Facility First Priority Collateral (or the owner of such Capital Stock, as applicable) in a transaction permitted under the Term Loan Agreement, the ABL Credit Agreement and each other Term Loan Document and ABL Loan Document; or (ii) during the existence of any Event of Default under (and as defined in) the Term Loan Agreement (or the applicable Term Additional Agreement) to the extent the Designated Term Loan Agent has consented to such sale, transfer or disposition including pursuant to any Exercise of Secured Creditor Rights by the Designated Term Loan Agent; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the ABL Lenders upon such Term Facility First Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Facility First Priority Collateral securing Term Loan Priority Claims are released and discharged. Upon delivery to the ABL Agent of a notice from the Designated Term Loan Agent stating that any release of Liens securing or supporting the Term Loan Priority Claims on any Term Facility First Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), the ABL Agent will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms at the expense of the Borrower. In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the ABL Lenders, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Term Loan Claims is released and discharged. The ABL Agent, for itself and on behalf of each applicable ABL Lender, hereby irrevocably constitutes and appoints the Designated Term Loan Agent and any officer or agent of the Designated Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Lender or in the Designated Term Loan Agent’s own name, from time to time in the Designated Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), 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 5.1(b), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations ABL Priority Claims has occurred, each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document a default, of proceeds of Shared ABL Facility First Priority Collateral to the repayment of Senior Obligations ABL Priority Claims pursuant to the Senior Debt ABL Loan Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of any Term Loan Agent or the Term Loan Lenders to receive proceeds in connection with the Term Loan Claims not otherwise in contravention of this Agreement. (d) Unless and until the Discharge of Term Priority Claims has occurred, the ABL Agent, for itself and on behalf of each ABL Lender, hereby consents to the application, whether prior to or after a default, of proceeds of Term Facility First Priority Collateral to the repayment of Term Loan Priority Claims pursuant to the Term Loan Documents; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the Second Priority Representatives ABL Agent or the Second Priority Debt Parties ABL Lenders to receive proceeds in connection with the Second Priority Debt Obligations ABL Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority Representative(i) If the Prior Lien Agent, for itself and on behalf of each Second any of the Prior Lien Claimholders, releases any of its Liens on any part of the ABL Priority Debt Party under its Second Collateral at any time after the occurrence and during the continuance of any ABL Default that permits the acceleration of the ABL Obligations or in connection with the exercise of remedies of Enforcement (including as provided in Section 3.1(b) or Section 6.8(a)) by the Prior Lien Agent of any Prior Lien Claimholder with respect to any ABL Priority Debt FacilityCollateral, agrees irrespective of whether an ABL Default or Term Default has occurred and is continuing, 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 disposed of in connection therewith, shall be automatically, unconditionally and simultaneously released; provided that, to the extent the Proceeds of such ABL 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 Section 2.1. Each Subordinated Lien Agent, on behalf of the event applicable Subordinated Lien Claimholders, promptly shall execute and deliver to the Prior Lien Agent such termination statements, releases and other documents as the Prior Lien Agent may request in writing to effectively confirm such release. (ii) If each Term Agent, on behalf of any of the Prior Lien Claimholders, releases any of its Liens on any part of the Term Priority Collateral at any time after the occurrence and during the continuance of any Term Default that permits the acceleration of the Term Obligations or in connection with the exercise of remedies of Enforcement (including as provided in Section 3.1(b) or Section 6.8(a)) by the Prior Lien Agent of any Prior Lien Claimholder with respect to any Term Priority Collateral, irrespective of whether a Term Default or ABL Default has occurred and is continuing, then the Liens, if any, of each Subordinated Lien Agent, for the benefit of the Subordinated Lien Claimholders, on the Term Priority Collateral sold or disposed of in connection therewith, shall be automatically, unconditionally and simultaneously released; provided that the provisions of Section 3.3 and 3.4 shall continue, to the extent such Sections are applicable at the time of such sale, transfer or other disposition disposition; provided, further, that, to the extent the Proceeds of any specified item of Shared such Term Priority Collateral (including all or substantially all of the equity interests of any subsidiary of the Company)are not applied to reduce Prior Lien Obligations, the Subordinated Lien Agents shall retain Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon on such Shared Collateral to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently Proceeds with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligationsrespective priorities set forth in Section 2.1. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other GrantorEach Subordinated Lien Agent, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facilityapplicable Subordinated Lien Claimholders, promptly shall execute and deliver to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Prior Lien Agent such Second Priority Representative or such 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 releases and other instruments of transfer or documents as the Prior Lien Agent 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 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority RepresentativeIf, for itself and on behalf of each Second Priority Debt Party under its Second 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 its Subsidiaries) is sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction permitted under the Senior Credit Agreements, the Second Lien Notes Indenture and each other Second-Priority Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Senior Credit Agreements to the extent the Intercreditor Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Company), the Liens granted to the Second Second-Priority Representatives and the Second Priority Debt Secured Parties upon such Shared Common Collateral will automatically be released and discharged as and when, but only to secure Second Priority Debt Obligations shall terminate the extent, such Liens on such Common Collateral securing Senior Lender Claims are released 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 Obligationsdischarged. Upon delivery to each Second-Priority Agent of a Second Priority Representative of an Officer’s Certificate notice from the Intercreditor 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 with upon each Second-Priority Agent’s release), each Second-Priority Agent will promptly execute and deliver such instruments, releases, termination and statements or other documents confirming such release on customary terms. In the case of the Liens granted sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the Second Priority Debt Parties extent, the guarantee by such Grantor or Subsidiary of Senior Lender Claims is released and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentsdischarged. (b) Each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby irrevocably constitutes and appoints the Designated Senior Representative Intercreditor Agent and any officer or agent of the Designated Senior RepresentativeIntercreditor 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 Second each Second-Priority Representative Agent or such Second Priority Debt Party holder or in the Designated Senior RepresentativeIntercreditor Agent’s own name, from time to time in the Designated Senior RepresentativeIntercreditor 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) Unless and until the Discharge of Senior Obligations Lender Claims has occurred, each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event a default, of default under any Senior Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of Senior Obligations Lender Claims pursuant to the Senior Debt Documents, Credit Agreements; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives Agents or the Second Second-Priority Debt Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority RepresentativeIf in connection with the exercise of the First Lien Collateral Agent’s rights and 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 Second Priority Debt Party any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases Parent or any Guarantor Subsidiary from its obligations under its guarantee of the First Lien Obligations, then the Liens, if any, of the Second Priority Debt FacilityLien Collateral Agent, agrees thatfor itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of Parent or such Guarantor Subsidiary under its guarantee 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 the applicable Grantor such termination statements, releases and other documents as the First Lien Collateral Agent or the applicable 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 collectively, a “Disposition”) permitted under the terms of the equity interests of any subsidiary First Lien Loan Documents (other than in connection with the exercise of the CompanyFirst Lien Collateral Agent’s rights and remedies in respect of the Collateral provided for in Section 3.1), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens granted on any part of the Collateral, or releases Parent or any Guarantor Subsidiary from its obligations under its guarantee of the First Lien Obligations, in each case other than in connection with the Discharge of 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 Parent or such Guarantor Subsidiary under its guarantee 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 Second Priority Representatives First Lien Collateral Agent or the applicable Grantor 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 Priority Debt Parties upon such Shared Lien Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeAgent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien 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-attorney in fact with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Collateral Agent or such Second 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. (cd) Unless and until Until the Discharge of Senior First Lien Obligations has occurredoccurs, to the extent that the First Lien Collateral Agent or the First Lien Claimholders (i) have released any Lien on Collateral or release Parent or any Guarantor Subsidiary from its obligation under its guarantee and any such Liens or guarantee are later reinstated in each case, in accordance with the First Lien Loan Documents or (ii) obtain any new Liens or additional guarantees from Parent or any Guarantor Subsidiary in accordance with the First Lien Loan Documents, then the Second Priority RepresentativeLien Collateral Agent, for itself and for the Second Lien Claimholders, shall be granted a Lien on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject 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 lien subordination provisions of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Collateraladditional guarantee, 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Representativecase may be.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees thatIf, in connection with: (i) the event exercise of a the First Lien Claimholder Representative's remedies in respect of the Common Collateral provided for in Section 2.1, including any sale, lease, exchange, transfer or other disposition of any specified item such Common Collateral; INTERCREDITOR AGREEMENT (ii) any sale, lease, exchange, transfer or other disposition of Shared any Common Collateral (including all or substantially all permitted under the terms of the equity interests First Lien Credit Documents (whether or not an event of default thereunder, and as defined therein, has occurred and is continuing); or (iii) any agreement (not contravening the First Lien Credit Documents) between any First Lien Claimholder Representative and Parent or any other Grantor to release the First Lien Claimholder Representative's Lien on any portion of the Common Collateral or to release any Grantor from its obligations under its guaranty of the First Lien Obligations, provided that after giving effect to the release, First Lien Obligations secured by any of the remaining Common Collateral remain outstanding, the First Lien Claimholder Representative, for itself or on behalf of any subsidiary of the Company)First Lien Claimholders, releases any of its Liens on any part of the Liens granted to Common Collateral, or releases any Grantor from its obligations under its guaranty of the First Lien Obligations, then the Liens, if any, of the Second Priority Representatives Lien Collateral Trustee, for itself or for the benefit of the Second Lien Claimholders, on such Common Collateral, and the obligations of such Grantor under its guaranty of the Noteholder Claims and any other Second Lien Obligations, shall be automatically, unconditionally and simultaneously released and the Second Priority Debt Parties upon such Shared Lien Collateral to secure Second Priority Debt Obligations shall terminate and be releasedTrustee, automatically and without any further action, concurrently with the termination and release for itself or on behalf of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a Second Priority Representative 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 Representative or shall become effective concurrently with such Grantor such termination statements, releases and release other documents as the First Lien Claimholder Representative or such Grantor may request to effectively confirm such release. (b) Until the Discharge of the Liens granted to First Lien Obligations occurs, the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeLien Collateral Trustee, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien Claimholders, hereby irrevocably constitutes and appoints the Designated Senior First Lien Claimholder Representative and any officer or agent of the Designated Senior First Lien Claimholder 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 the Second Priority Representative Lien Collateral Trustee or such Second Priority Debt Party holder or in the Designated Senior First Lien Claimholder Representative’s 's own name, from time to time in the Designated Senior First Lien Claimholder Representative’s 's discretion, for the purpose of carrying out the terms of this Section 5.01(a)4.1, 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)4.1, 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second 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 any of the First Priority Claimholders, releases any of its Liens on any part of the Collateral, then the Liens, if any, of the Second Priority Debt Party under its Collateral Agent, for itself or for the benefit of the Second Priority Debt FacilityClaimholders, agrees thaton 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 Person are foreclosed upon or otherwise disposed of and the First Priority Collateral Agent releases its Lien on the property of such Person then the Liens of Second Priority Collateral Agent with respect to the property of such Person will be automatically released to the same extent as the Liens of the CompanyFirst 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 First Priority Collateral Agent such termination statements, releases and other documents as the First Priority 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 of the First Priority Claimholders, releases any of its Liens granted to 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 Representatives and Notes Indenture, then the Liens, if any, of the Second Priority Debt Parties upon such Shared Collateral to secure Second Priority Debt Obligations shall terminate and be releasedAgent, automatically and without any further action, concurrently with for itself or for the termination and release benefit of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a 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 Second Priority Debt Parties Claimholders, on such Collateral shall be automatically, unconditionally and simultaneously released. The Second Priority Collateral Agent, for itself or on behalf of any such Second Priority Claimholders, promptly shall execute and deliver to the First Priority Collateral Agent such termination statements, releases and 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 Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeCollateral Agent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second 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 the Second Priority Representative Collateral Agent or such Second 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. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of Senior Obligations has occurred, each Second First 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 AgreementObligations. (d) Notwithstanding anything Until the Discharge of First Priority Obligations occurs, to the contrary in any Second extent that the First Priority Collateral Document, in Agent or the event the terms of a Senior Collateral Document and a Second First Priority Collateral Document each require any Grantor Claimholders (i) to make payment in respect of have released any item of Shared Lien on Collateral to, and any such Liens are later reinstated or (ii) to deliver or afford control over obtain any item of Shared Collateral tonew Liens, 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under then the Second Priority Collateral Document as it relates Agent, for itself and for the Second Priority Claimholders, shall be granted a Lien on any such Collateral, subject to such Shared Collateral by taking any the lien subordination provisions of the actions set forth above only with respect to, or in favor of, the Designated Senior Representativethis Agreement.

Releases. (a) Each Second 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 any of the First Lien Secured Parties, releases any of its Liens on any part of the Collateral, then the Liens, if any, of the Second Priority Debt Party under its Lien Collateral Agent, for itself and/or for the benefit of the Second Priority Debt FacilityLien Secured Parties, agrees thaton 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 collectively, a “Disposition”) permitted under the terms of the equity interests of any subsidiary 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 CompanyFirst 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 of the First Lien Secured Parties, releases any of its Liens granted to on any part of the Collateral, then the Liens, if any, of the Second Priority Representatives and Lien Collateral Agent, for itself or for the benefit of the Second Priority Debt Parties upon Lien Secured Parties, on such Shared Collateral to secure shall be automatically, unconditionally and 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 Priority Debt Obligations shall terminate and be releasedLien Indenture) or any Second Lien Secured Party; provided, automatically and without any further actionhowever, concurrently with that, if the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a Second Priority Representative of an Officer’s Certificate stating that any such termination and release of 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 the Liens granted to First Lien Obligations occurs, the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien 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 the Second Priority Representative Lien Collateral Agent or such Second 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) Unless and until To the Discharge of Senior Obligations has occurredextent that any First Lien Secured Party obtains any new liens or additional guaranties from any Grantor, each then the Second Priority RepresentativeLien Collateral Agent, for itself and for the Second Lien Secured Parties, shall be granted a Lien on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject to the applicationLien subordination provisions of this Agreement, whether prior to or after and an event of default under any Senior Debt Document of proceeds of Shared Collateral additional guaranty, as the case may be; provided, however, that, notwithstanding anything herein to the repayment of Senior 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 (but only for so long as any such asset or property constitutes Excluded Assets). (e) The Liens granted to secure the First Lien Obligations pursuant and the Second Lien Obligations shall attach to any proceeds resulting from actions taken as contemplated by Sections 5.1(a) and 5.1(b), subject to the Senior Debt Documentsrelative priorities and provisions described herein, provided that nothing including, without limitation, Sections 2.1 and 3.1, and in this Section 5.01(cthe case of 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 its possession (if any) together with any necessary endorsements (such endorsement shall be construed without recourse and without any representation or warranty), first, to prevent 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 impair Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). The First Lien Administrative Agent further agrees to take all other action reasonably requested by the rights Second Lien Collateral Agent following the Discharge of First Lien Obligations, at the sole expense of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds Grantors, in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Lien Collateral Document, Agent obtaining a first-priority interest in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor Pledged Collateral, subject to Permitted Liens (i) to make payment in respect of any item of Shared Collateral 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 as such term is defined in the name Second Lien Indenture) or as a court 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Representativecompetent jurisdiction may otherwise direct.

Releases. (a) Each Second Priority If in connection with any Enforcement Action by any Senior Representative, any Senior Collateral Agent (including any Enforcement Action referenced in clause (e) of the definition thereof that is taken by any Grantor with the consent of the applicable Senior Representative or Senior Collateral Agent (or the requisite Senior Claimholders) or any other exercise of any Senior Representative’s or any Senior Collateral Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of Senior Obligations, such Senior Collateral Agent, for itself or on behalf of any of the Senior Claimholders represented by it, releases any of its Liens on any part of the Collateral or such Senior Representative, for itself or on behalf of any of the Senior Claimholders represented by it, releases any Guarantor Subsidiary from its obligations under its guaranty of any of the Senior Obligations, then the Liens, if any, of the Third Lien Collateral Agent, for itself or for the benefit of the Third Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Third Lien Obligations, shall be automatically, unconditionally and simultaneously released; provided that the net proceeds of such Enforcement Action will be applied to repay the Senior Obligations in accordance with the Senior Loan Documents. If in connection with any Enforcement Action or other exercise of rights and remedies by any Senior Representative or any Senior Collateral Agent, in each case prior to the Discharge of Senior Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and such Senior Collateral Agent releases its Lien on the property or assets of such Person then the Liens, if any, of the Third Lien Collateral Agent, for itself or for the benefit of the Third Lien Claimholders, with respect to the property or assets of such Person will be automatically released to the same extent as the Liens of such Senior Collateral Agent. The Third Lien Representative and the Third Lien Collateral Agent, for itself or on behalf of any Third Lien Claimholders represented by it, promptly shall execute and deliver to the Senior Representatives, the Senior Collateral Agents or such Guarantor Subsidiary such termination statements, releases and other documents as the any Senior Representative, any Senior Collateral Agent or such Grantor 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 Senior Loan Documents and the Third Lien Loan Documents (other than in connection with an Enforcement Action or other exercise of any Senior Representative’s and/or Senior Collateral Agent’s remedies in respect of the Collateral, which shall be governed by Section 6.1(a)), any Senior Collateral Agent, for itself or on behalf of any Senior Claimholder represented by it, releases any of its Liens on any part of the Collateral, or any Senior Representative, for itself or on behalf of any Senior Claimholder represented by it, releases any Guarantor Subsidiary from its obligations under its guaranty of any of the Senior Obligations in each case other than (A) in connection with, or following, the Discharge of Senior Obligations, or (B) after the occurrence and during the continuance of any Event of Default under (and as defined in) any Third Lien Loan Document, then the Liens, if any, of the Third Lien Collateral Agent, for itself or for the benefit of the Third Lien Claimholders represented by it, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Third Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityother Third Lien Claimholder represented by it, agrees that, in shall promptly execute and deliver to 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 Company)Senior Representative, the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon Senior Collateral Agents or such Shared Collateral to secure 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. Upon delivery to a Second Priority Representative of an Officer’s Certificate stating that any Guarantor Subsidiary such termination statements, releases and release of Liens securing the other documents as any Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, Senior Collateral Agent or such Guarantor Subsidiary may request to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentseffectively confirm such release. (bc) Each Second Priority RepresentativeUntil the Discharge of Senior Obligations occurs, the Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityother Third Lien Claimholder represented by it, 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 the Third Lien Representative, the Third Lien Collateral Agent and such Second Priority Representative or such Second Priority Debt Party Third Lien Claimholders 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 this Section 5.01(a)6.1, 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)6.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless . This power is coupled with an interest and is irrevocable until the Discharge of Senior Obligations. (d) Until the Discharge of Senior Obligations occurs, to the extent that any Senior Collateral Agent, any Senior Representative or any Senior Claimholder, (i) has occurredreleased any Lien on Collateral or any Guarantor Subsidiary from its obligation under its guarantee and any such Liens or guarantee are later reinstated or (ii) obtains any new Liens from any Grantor or additional guarantees from any Guarantor Subsidiary, then the Third Lien Collateral Agent, for itself and for the Third Lien Claimholders represented by it, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions of this Agreement, and each Second Priority Third Lien Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityfor the Third Lien Claimholders represented by it, 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 granted 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 guarantee, 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Representativecase may be.

Releases. (a) Each The Second Priority Lien Collateral Agent and each Second Lien Representative, for itself and on behalf of each Second Priority Debt Lien Secured Party under its Second Priority Lien Debt Facility, each agrees that, prior to the Discharge of First Lien Priority Obligations: (i) if in connection with any exercise of any of the First Lien Secured Parties’ rights or remedies in respect of the Collateral, the First Lien Administrative Agent, 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 the First Lien Administrative Agent, for itself or on behalf of any of the First Lien Secured Parties, releases any Guarantor from its obligations under its Guarantee of the First Lien Obligations; (ii) if in connection with any exercise of any First Lien Secured Parties remedies, the equity interests of any Person are foreclosed upon or otherwise disposed of and the First Lien Administrative Agent releases its Lien on such equity interests and/or the property or assets of such Person; (iii) if 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 Stone Energy), as permitted pursuant to the terms of the CompanyFirst Lien Debt Documents, or otherwise consented to by the First Lien Secured Parties in accordance with the First Lien Debt Documents, or any other disposition in any Insolvency or Liquidation Proceeding, including pursuant to a 363 sale or chapter 11 plan, the First Lien Administrative Agent, 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 the First Lien Administrative Agent for itself or on behalf of any of the First Lien Secured Parties, releases any Guarantor from its obligations under its Guarantee of the First Lien Obligations; or (iv) if, in the event the First Lien Administrative Agent waives the requirement that a First Priority Lien attach to any Collateral, then, with respect to clauses (i) to (iv) above (including the preamble), (x) the Liens granted to Liens, if any, of the Second Priority Representatives and Lien Collateral Agent, for itself or for the benefit of the Second Priority Debt Parties upon Lien Secured Parties, on such Shared Collateral to secure shall be automatically, unconditionally and simultaneously waived, released and terminated, as applicable, and any Guarantor released from its obligations under its Guarantee of First Lien Obligations released by the First Lien Administrative Agent shall be released under its Guarantee of Second Priority Debt Obligations shall terminate and be releasedLien Obligations, automatically and without any further action, concurrently with the termination termination, waiver and release release, as applicable, of all Liens granted upon such Shared Collateral to secure Senior First Lien Obligations and the Second Lien Collateral Agent shall take such reasonable steps as are necessary (including at the request of the First Lien Administrative Agent) to effectuate the foregoing termination and release at Stone Energy’s sole cost and expense, in each case so long as all First Priority Liens and Second Priority Liens attach to the proceeds of the sale for application in accordance with the distribution provisions of Section 4.01 (it being understood and agreed that such proceeds may not be sufficient to effect the Discharge of First Lien Priority Obligations, or the Discharge of Second Lien Obligations, as the case may be) and (y) the Second Lien Secured Parties will not object to and will be deemed to have consented to such waiver, release and terminations. Upon Promptly upon delivery to the Second Lien Collateral Agent of a Second Priority Representative of an Officer’s Certificate certificate from the First Lien Administrative Agent or any Credit Party 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 will occur, the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt FacilityLien Secured Parties, shall execute and deliver, at Stone Energy’s or the other Guarantor’s sole cost and expense, to release the Liens on First Lien Administrative Agent or such Credit Party such termination statements, releases and other documents (including documents which are corresponding junior lien versions of termination statements, releases and other documents that the Second Priority Collateral First Lien Administrative Agent delivers under the First Lien Debt Facility to the extent applicable) so as set forth to confirm the foregoing releases referred to in clauses (i) to (iv) of the relevant Second Priority Debt Documentsfirst sentence of this clause (a) when such First Lien Administrative Agent’s releases occur. (b) Each The Second Priority Lien Collateral Agent and each Second Lien Representative, for itself and on behalf of each Second Priority Debt Lien Secured Party under its Second Priority Lien Debt Facility, each hereby irrevocably constitutes and appoints the Designated Senior Representative First Lien Administrative Agent and any officer officer, employee or agent of the Designated Senior RepresentativeFirst Lien Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Collateral Agent, such Second Priority Lien Representative or such any other Second Priority Debt Lien Secured Party or and 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 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 First Lien Priority Obligations has occurred, the Second Lien Collateral Agent and each Second Priority Lien Representative, for itself and on behalf of each Second Priority Debt Lien Secured Party under its Second Priority Lien Debt Facility, each hereby consents to the application, whether prior to or after an event of default under any Senior First Lien Debt Document of proceeds Proceeds, including any Proceeds resulting from a mandatory or optional prepayment under the Second Lien Debt Facilities, of Shared Collateral to the repayment of Senior First Lien Priority Obligations pursuant to the Senior First Lien 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 Second Priority Collateral Lien Debt Document, in the event the terms of a Senior First Lien Collateral Document Document, on the one hand, and a Second Priority Lien Collateral Document Document, on the other hand, each require any Grantor Credit Party (i) to make payment in respect of any item of Shared Collateral toCollateral, (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 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, (vii) 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 First Lien Administrative Agent or First Lien Secured Party, on the one hand, and any Second Priority Representative or Second Priority Debt other Secured Party, on the other hand, such Grantor Credit Party may, until the applicable Discharge of Senior First Lien Priority Obligations has occurred, comply with such requirement under the Second Priority Lien Collateral Document Documents 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 Lien Administrative Agent. Until the Discharge of First Lien Priority Obligations occurs, to the extent that the First Lien Administrative Agent or First Lien Secured Parties (i) have released any Lien on Collateral or any Guarantor from its Obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new Liens or additional Guarantees from any Guarantor, then the Second Lien Collateral Agent, for itself and the Second Lien Secured Parties, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions 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) If, in the event any of the Liens granted to the Second Lien Collateral Agent or any other Second Lien Secured Party extends to any Excluded Assets or Excluded Equity Interests, 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 Excluded Assets or Excluded Equity Interests shall be automatically, unconditionally and immediately released and terminated and the Second Lien Collateral Agent and any applicable other Second Lien Secured Party shall take any steps reasonably required to effectuate the foregoing termination and release at Stone Energy’s sole cost and expense. Pending such release and termination, the Second Lien Collateral Agent shall automatically without any further action be deemed to hold such Lien for the benefit of the First Lien Secured Parties, subject to the priorities and other provisions of this Agreement.

Releases. (a) Each Second If in connection with the exercise of the Senior Priority RepresentativeCollateral Agent’s remedies in respect of any Collateral as provided for in Section 3.1 after a Senior Priority Default, the Senior Priority Collateral Agent, for itself and or on behalf of each Second any of the Senior Priority Debt Party under Claimholders, releases any of its Second Liens on any part of the Collateral, then the Liens, if any, of the Junior Priority Debt FacilityCollateral Agent, agrees thatfor itself or for the benefit of the Junior Priority Claimholders, on the Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Junior Priority Collateral Agent, for itself or on behalf of the event Junior Priority Claimholders, promptly shall, at the sole cost and expense of a the Credit Parties, execute and deliver to the Senior Priority Collateral Agent or such Grantor such termination statements, financing change statements, releases and other documents as the Senior Priority Collateral Agent or such Grantor may reasonably 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 Collateral (including all or substantially all collectively, a “Disposition”) permitted under the terms of the equity interests of any subsidiary Senior Priority Documents and the Junior Priority Documents (other than in connection with the exercise of the CompanySenior Priority Collateral Agent’s rights and remedies in respect of the Collateral after a Senior Priority Default as provided for in Section 3.1), the Senior Priority Collateral Agent, for itself or on behalf of any of the relevant Senior Priority Claimholders, releases any of its Liens granted to on any part of the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure Second Priority Debt Obligations shall terminate and be releasedCollateral, automatically and without any further action, concurrently in each case other than (A) in connection with the termination Discharge of Priming Senior Priority Obligations or (B) after the occurrence and release during the continuance of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a Second Junior Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing Default, then the Senior Obligations has become effective (or shall become effective concurrently with such termination and release Liens, if any, of the Liens granted to Junior Priority Collateral Agent, for itself or for the Second benefit of the Junior Priority Debt Parties Claimholders, on such Collateral shall be automatically, unconditionally and simultaneously released. The Junior Priority Collateral Agent, each for itself and on behalf of any Junior Priority Claimholders, as the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantorcase may be, such Second Priority Representative will promptly execute, deliver or acknowledgeshall, at the Company’s or the other Grantor’s sole cost and expenseexpense of the Credit Parties, execute and deliver to the Senior Priority Collateral Agent or such instruments to evidence Grantor such termination statements, financing change statements, releases and release other documents as the Senior Priority Collateral Agent or such Grantor may reasonably request to effectively confirm such release. (c) Until the Discharge of Priming Senior Priority Obligations shall occur, the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Junior Priority RepresentativeCollateral Agent, for itself and on behalf of the Second Junior Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityClaimholders, hereby irrevocably constitutes and appoints the Designated Senior Representative Priority Collateral Agent and any officer or agent of the Designated Senior RepresentativePriority 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 Second the Junior Priority Representative Collateral Agent or such Second Priority Debt Party holder or in the Designated Senior RepresentativeJunior Priority Collateral Agent’s own name, from time to time in the Designated Senior RepresentativePriority 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) Unless and until . The Junior Priority Collateral Agent shall have no liability with respect to any action taken by any other Collateral Agent or any officer or agent of 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 other Collateral to the repayment of Senior Obligations Agent 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 Agreementsuch appointment. (d) Notwithstanding anything Until the Discharge of Priming Senior Priority Obligations shall occur, to the contrary in any Second extent that the Senior Priority Collateral Document, in Agent or the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor Claimholders (i) to make payment in respect of have released any item of Shared Lien on Collateral to, and such Lien is later reinstated or (ii) to deliver or afford control over obtain any item of Shared new Liens from any Grantor, then the Junior Priority Collateral toAgent, or deposit for itself and for the Junior 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 priority 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Representativethis Agreement.

Releases. (a) Each Second Priority RepresentativeIf in connection with the exercise of the First Lien Collateral Agent’s rights and remedies in respect of the Collateral provided for in Section 3.1, or the entry of an order by a bankruptcy court pursuant to Section 363 of the Bankruptcy Court authorizing the sale of all or any portion of the Collateral, the First Lien Collateral Agent, for itself and or on behalf of each Second Priority Debt Party any of the First Lien Secured Parties, releases any of its Liens on any part of the Collateral or releases any Subsidiary Guarantor from its obligations under its guarantee of the First Lien Obligations, then the Liens, if any, of the Second Priority Debt FacilityLien Collateral Agent, agrees thatfor itself or for the benefit of the Second Lien Secured Parties, on such Collateral, and the obligations of such Subsidiary Guarantor under its guarantee 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 Secured Parties, promptly shall execute and deliver to the First Lien Collateral Agent or such Subsidiary Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Subsidiary Guarantor 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 collectively, a “Disposition”) permitted under the terms of both the First Lien Loan Documents and the Second Lien Loan Documents (other than in connection with the exercise of the equity interests of any subsidiary First Lien Collateral Agent’s rights and remedies in respect of the CompanyCollateral provided for in Section 3.1), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Secured Parties, releases any of its Liens granted on any part of the Collateral, or releases any Subsidiary Guarantor from its obligations under its guarantee of the First Lien Obligations, in each case other than (A) in connection with 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 Secured Parties, on such Collateral, and the obligations of such Subsidiary Guarantor under its guarantee 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 Secured Parties, promptly shall execute and deliver to the Second Priority Representatives First Lien Collateral Agent and the Second Priority Debt Parties upon Grantor party to such Shared Collateral to secure Second Priority Debt Obligations shall terminate and be releasedDisposition or such Subsidiary Guarantor, automatically and without any further actionas applicable, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a Second Priority Representative of an Officer’s Certificate stating that any such termination statements, releases and release other documents as the First Lien Collateral Agent or such Grantor or Subsidiary Guarantor may request to effectively confirm such release. (c) Until the Discharge 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 occurs, the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien 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 fact, coupled with an interest, with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Collateral Agent or such Second 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. (cd) Unless and until Until the Discharge of Senior First Lien Obligations has occurredoccurs, each to the extent that the First Lien Collateral Agent or the First Lien Secured Parties (i) have released any Lien on Collateral or any Subsidiary Guarantor from its obligation under its guarantee and any such Liens or guarantee are later reinstated or (ii) obtain any new Liens or additional guarantees from any Subsidiary Guarantor, then the Company shall cause the Second Priority RepresentativeLien Collateral Agent, for itself and for the Second Lien Secured Parties to be granted a Lien on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject to the applicationlien subordination provisions of this Agreement, whether prior to or after and an additional guarantee, as the case may be. (e) In the event that (i) the principal amount of default funded First Lien Obligations, plus the aggregate principal amount of unfunded commitments under the First Lien Credit Agreement (collectively, the “First Lien Obligations Amount”), at any Senior Debt Document date 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 determination no longer constitute at least 15% of the sum of (A) the First Lien Obligations Amount and (B) the principal amount of funded Second Priority Representatives or Lien Obligations, plus the aggregate principal amount of unfunded commitments under the Second Priority Debt Parties to receive proceeds Lien Credit Agreement (collectively, the “Second Lien Obligations Amount”) and (ii) no Default or Event of Default under and as defined in the Second Lien Credit Agreement shall have occurred and be continuing, then any release provided for in Section 5.1(b) above (except for releases given in connection with a Disposition permitted under the First Lien Loan Documents and the Second Priority Debt Obligations not otherwise in contravention Lien Loan Documents) shall require the consent of this Agreement. (d) Notwithstanding anything to the contrary in any First Lien Secured Parties and Second Priority Collateral Document, Lien Secured Parties representing in the event aggregate more than 50% of the terms sum of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral to, the First Lien Obligations Amount and (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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 RepresentativeLien Obligations Amount.

Releases. (a) Each Second 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 any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases any Grantor from its portion of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, then the Liens, if any, of the Second Priority Debt Party under its Lien Collateral Agent, for itself or for the benefit of the Second Priority Debt FacilityLien Claimholders, agrees thaton such Collateral, and such Grantor’s portion 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 collectively, a “Disposition”) permitted under the terms of both the First Lien Loan Documents and the Second Lien Loan Documents (other than 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 or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases any Grantor from its portion of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, in each case other than (1) in connection with the Discharge of First Lien Obligations or (2) 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 equity interests Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and such Grantor’s portion of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any subsidiary 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. (c) Until the Discharge of the Company)First Lien Obligations occurs, the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Lien Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeAgent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien 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 the Second Priority Representative Lien Collateral Agent or such Second 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. (cd) Unless and until Until the Discharge of Senior First Lien Obligations has occurredoccurs, each to the extent that the First Lien Collateral Agent or the First Lien Claimholders (1) have released any Lien on Collateral or any Grantor from its portion of the First Lien Obligations and any such Liens or obligations are later reinstated or (2) obtain any new Liens or additional obligations from any Grantor, then the Second Priority RepresentativeLien Collateral Agent, for itself and for the Second Lien Claimholders, shall be granted a Lien on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject to the applicationlien subordination provisions of this Agreement, whether prior to or after an and shall obtain such additional obligations, as the case may be. (e) In the event that the principal amount of default funded First Lien Obligations plus the aggregate face amount of letters of credit, if any, issued under the First Lien Credit Agreement plus the aggregate principal amount of unfunded commitments under the First Lien Credit Agreement (collectively, the “First Lien Obligations Amount”), at any Senior Debt Document date 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 determination no longer constitute at least 15% of the sum of (i) the First Lien Obligations Amount and (ii) the principal amount of funded Second Priority Representatives or Lien Obligations (collectively, the “Second Priority Debt Parties to receive proceeds Lien Obligations Amount”), then any agreement provided for in Section 5.1 (a) and (b) above (except for releases given in connection with a Disposition permitted under the First Lien Loan Documents and the Second Priority Debt Obligations not otherwise in contravention Lien Loan Documents) shall require the consent of this Agreement. (d) Notwithstanding anything to the contrary in any First Lien Claimholders and Second Priority Collateral Document, Lien Claimholders representing in the event aggregate more than 50% of the terms sum of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral to, the First Lien Obligations Amount and (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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 RepresentativeLien Obligations Amount.

Releases. (a) Each Second Priority RepresentativeIf in connection with the exercise of the First Lien Collateral Agent’s rights and 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 any of the First Lien Secured Parties, releases any of its Liens on any part of the Collateral, then the Liens, if any, of the Second Priority Debt Party under its Lien Creditor, for itself or for the benefit of the Second Priority Debt FacilityLien Secured Parties, agrees thaton such Collateral shall be automatically, unconditionally and simultaneously released. The Second Lien Creditor, for itself or on behalf of any Second Lien Secured Parties, promptly shall execute and deliver to the First Lien Collateral Agent, the Borrower or affected Subsidiary Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent, the Borrower or affected Subsidiary Guarantor 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 collectively, a “Disposition”) permitted under the terms of both the First Lien Loan Documents and the Second Lien Loan Documents (other than in connection with the exercise of the equity interests of any subsidiary First Lien Collateral Agent’s rights and remedies in respect of the CompanyCollateral provided for in Section 3.1), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Secured Parties, releases any of its Liens granted on any part of the Collateral, in each case other than in connection with the Discharge of First Lien Obligations, then the Liens, if any, of the Second Lien Creditor, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral shall be (i) if no Event of Default under any Second Lien Loan Document has occurred and is continuing, automatically, unconditionally and simultaneously released and (ii) if an Event of Default under any Second Lien Loan Document has occurred and is continuing, released as and to the extent provided for in Section 5.1(a). The Second Priority Representatives Lien Creditor, for itself or on behalf of any Second Lien Secured Parties, promptly shall execute and deliver to the First Lien Collateral Agent, the Borrower or affected Subsidiary Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent, the Borrower or affected Subsidiary Guarantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeLien Creditor, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien 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 the Second Priority Representative Lien Creditor or such Second 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. (cd) Unless and until Until the Discharge of Senior First Lien Obligations has occurredoccurs, each to the extent that the First Lien Collateral Agent or the First Lien Secured Parties (i) have released any Lien on Collateral and such Liens are later reinstated or (ii) obtain any new Liens from any Grantor, then the Second Priority RepresentativeLien Creditor, for itself and for the Second Lien Secured Parties, shall be granted a Lien on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject 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 lien subordination provisions of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second If, at any time any Grantor, the First-Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in Collateral Agent or the event of a sale, transfer or other disposition holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified item of Shared Common Collateral (including all or substantially all of the equity interests of a Grantor or any subsidiary of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Document or (y) otherwise to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Company), the Liens granted to the Second Second-Priority Representatives and the Second Priority Debt Secured Parties upon such Shared Common Collateral will automatically be released and discharged as and when, but only to secure Second the extent, such Liens on such Common Collateral securing First-Priority Debt Obligations shall terminate are released 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 Obligationsdischarged. Upon delivery to a Second each Second-Priority Representative of an Officer’s Certificate a notice from the First-Priority Collateral Agent or the Company stating that any such termination and release of Liens securing or supporting the Senior First-Priority Obligations has become effective (or shall become effective concurrently upon each First-Priority Representative’s release), whether in connection with a sale of such termination and release of assets by the Liens granted relevant owner pursuant to the Second Priority Debt Parties and the Second Priority Representatives) and any necessary preceding clauses or proper instruments of termination or release prepared by the Company or any other Grantorotherwise, such Second each Second-Priority Representative will promptly executeexecute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms (and the Company hereby agrees to deliver or acknowledge, at any such documents reasonably requested by the Company’s or First-Priority Collateral Agent in connection therewith). In the other Grantor’s sole cost and expense, such instruments to evidence such termination and release case of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement sale of all or substantially all of the equity interests of a Second Priority RepresentativeGrantor or any of its Subsidiaries, for itself and on behalf the guarantee in favor of the Second Second-Priority Debt Parties under its Second Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt DocumentsObligations is released and discharged. (b) Each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, 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 Second each Second-Priority Representative or such Second 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)5.01, 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)5.01, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior First-Priority Obligations has occurred, each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document a default, of proceeds of Shared Common Collateral to the repayment of Senior First-Priority Obligations pursuant to the Senior Debt First-Priority Documents, ; provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives or the Second Second-Priority Debt Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Second-Priority Collateral Document, in the event the terms of a Senior First-Priority Collateral Document and a Second Second-Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral toCommon Collateral, (ii) to deliver or afford control over any item of Shared Common Collateral toto (to the extent such control can be afforded only to one person under applicable law), or deposit any item of Shared Common Collateral with, (iii) to register ownership of any item of Shared Common Collateral in the name of or make an assignment of ownership of any Shared Common 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 Common Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Common Collateral, as the entitlement holder, (v) hold any item of Shared Common Collateral in trust for (to the extent such item of Shared Common 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 Common Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Common 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 Common Collateral is located or waivers or subordination of rights with respect to any item of Shared Common Collateral in favor of, in any case, both the Designated Senior Representative First-Priority Collateral Agent and any Second Second-Priority Representative or Second 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 Second applicable Second-Priority Collateral Document as it relates to such Shared Common Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior RepresentativeFirst-Priority Collateral Agent.

Releases. (a) Each Second 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 Second 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 guaranty of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, then the Liens, if any, of the Second Priority Debt FacilityLien Collateral Agent, agrees thatfor 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 collectively, a “Disposition”) permitted under the terms of both the First Lien Loan Documents and the Second Lien Loan Documents (other than 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 or on behalf of 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 guaranty of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, in each case other than (A) in connection with 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 equity interests 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 subsidiary 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. (c) Until the Discharge of the Company)First Lien Obligations occurs, the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Lien Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeAgent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien 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 the Second Priority Representative Lien Collateral Agent or such Second 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. (cd) Unless and until Until the Discharge of Senior First Lien Obligations has occurredoccurs, each to the extent that the First Lien Collateral Agent or the First Lien Claimholders (i) have released any Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Grantor, then the Second Priority RepresentativeLien Collateral Agent, for itself and for the Second Lien Claimholders, shall be granted a Lien on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject to the applicationlien subordination provisions of this Agreement, whether prior to or after and an additional guaranty, as the case may be. (e) In the event that the principal amount of default funded First Lien Obligations plus the aggregate face amount of letters of credit, if any, issued under the First Lien Credit Agreement and not reimbursed plus the aggregate principal amount of unfunded commitments under the First Lien Credit Agreement (collectively, the “First Lien Obligations Amount”), at any Senior Debt Document date 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 determination no longer constitute at least 15% of the sum of (i) the First Lien Obligations Amount and (ii) the principal amount of Second Priority Representatives or Lien Obligations (collectively, the “Second Priority Debt Parties to receive proceeds Lien Obligations Amount”), then any agreement provided for in Section 5.1(a) and (b) above (except for releases given in connection with a Disposition permitted under the First Lien Loan Documents and the Second Priority Debt Obligations not otherwise in contravention Lien Loan Documents) shall require the consent of this Agreement. (d) Notwithstanding anything to the contrary in any First Lien Claimholders and Second Priority Collateral Document, Lien Claimholders representing in the event aggregate more than 50% of the terms sum of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral to, the First Lien Obligations Amount and (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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 RepresentativeLien Obligations Amount.

Releases. (a) Each Second Priority RepresentativeIf other than in connection with the Discharge of First Lien Obligations and in connection with: (i) the exercise of any of First Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityincluding any sale, agrees thatlease, in the event of a saleexchange, transfer or other disposition of any specified item of Shared such Collateral (including all an “Exercise of Remedies”); or (ii) any sale, lease, exchange, transfer or substantially all other disposition (collectively, a “Disposition”) of any Collateral permitted under the terms of the equity interests of any subsidiary of the Company), the Liens granted to the Second Priority Representatives First Lien Documents and the Second Priority Debt Parties upon such Shared Lien Documents, the First Lien Collateral to secure Second Priority Debt Obligations shall terminate and be releasedAgent, automatically and without for itself or on behalf of any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a 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 First Lien Secured Parties, releases any of its Liens granted to on any part of the Collateral, then the Liens, if any, of the Second Priority Debt Parties Lien Collateral Agent, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral shall be automatically, unconditionally and simultaneously released (the “Second Lien Release”) and the Second Priority Representatives) and Lien Collateral Agent, for itself or on behalf of any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will Lien Secured Parties, promptly execute, shall execute and deliver or acknowledge, at to the Company’s First Lien Collateral Agent or the other Grantor’s sole cost and expense, such instruments to evidence applicable Pledgor such termination statements, releases and release other documents as the First Lien Collateral Agent may request to effectively confirm such release. (b) Until the Discharge of First Lien Obligations occurs, the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeLien Collateral Agent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien 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 fact, coupled with an interest, with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Collateral Agent or such Second 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) Unless and until Until the Discharge of Senior First Lien Obligations has occurredoccurs, 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 extent that 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 First Lien 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of have released any item of Shared Lien on Collateral to, and any such Lien is later reinstated or (ii) to deliver or afford control over obtain any item of Shared Collateral tonew first priority liens, 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under then the Second Priority Collateral Document as it relates to Lien Secured Parties shall be at the time of such Shared Collateral by taking reinstatement granted a second priority lien on any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representativesuch Collateral.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Secured Party under its 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 Company)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 in connection with the Discharge of Senior Obligation, the Liens granted to the Second Priority Representatives and the 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 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. Upon delivery to a 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 Second Priority Debt Secured Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company Borrower or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the CompanyBorrower’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second 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 such Collateral or (ii) any sale, lease, exchange, transfer or other disposition of Shared any Collateral (including all or substantially all other than to another Obligor) permitted under the terms of the equity interests of any subsidiary of First Priority Documents, the CompanySecond Priority Documents and the Third Priority Documents (in each case, as in effect on the date hereof), the Liens granted to the Second First Priority Representatives Collateral Agent, on behalf of itself and the Second other First Priority Debt Parties upon such Shared Collateral to secure Second Priority Debt Obligations shall terminate and be releasedSecured Parties, automatically and without releases any further action, concurrently with the termination and release of all its Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a Second Priority Representative of an Officer’s Certificate stating that 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 to Collateral, the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf Lien of the Second Priority Debt Parties under its Collateral Agent for the benefit of the Second Priority Debt FacilitySecured 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, to release the Liens on and each of the Second Priority Collateral as set forth in Agent, the relevant Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself and the other Second Priority Debt DocumentsSecured 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) Each 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 of any such Collateral or (ii) any sale, lease, exchange, transfer or other disposition 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 of its Liens on any part of the 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 Second Priority 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 2015 Trustee and each Additional Third Priority Representative, for itself and on behalf of each themselves and the other Third Priority Secured Parties, shall promptly execute and deliver, at the joint and several expense of the Obligors, to the Second Priority Debt Party under its Collateral Agent and the 2010 Trustee and the Obligors such termination statements, releases and other documents as the Second Priority Debt FacilityCollateral 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 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, 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 Second Priority Representative or such Second 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) Unless Following the Discharge of First Priority Claims and until the Discharge of Senior Obligations has occurredSecond Priority Claims occurs, each Second of the Third Priority Collateral Agent, the 2015 Trustee and each Additional Third Priority Representative, for itself and on behalf of each themselves and the other Third Priority Secured Parties, hereby irrevocably constitutes and appoints the Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to Collateral Agent and any officer 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 agent of the Second Priority Representatives or Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention place and stead of this Agreement. (d) Notwithstanding anything to the contrary in any Second such Third Priority Collateral Document, Agent or Third Priority Secured Party or in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document Agent’s own name, from time to time in the Second Priority Collateral Agent’s discretion (as it relates directed by the 2010 Trustee in writing), for the purpose of carrying out the terms of this Section 5.1, to such Shared Collateral by taking take any and all appropriate action and to execute any and all releases, documents and instruments which may be necessary to accomplish the purposes of the actions set forth above only with respect tothis Section 5.1, including any financing statements, mortgage releases, intellectual property releases, endorsements or in favor of, the Designated Senior Representativeother instruments of transfer or release.

Releases. (a) Each Second 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 Second Priority Debt Party under any of the Revolving Credit Claimholders, releases any of its Second 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 collectively, a “Disposition”) permitted under the terms of the equity interests 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 subsidiary Revolving Credit Collateral Agent’s rights and remedies in respect of the CompanyRevolving Credit Primary Collateral as provided for in Sections 3.1), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared any Revolving Credit Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeAgent, 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 Second 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 Second Priority Debt Facility, to release this Section 5.1(b) by the Liens close of business on the Second 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 Second 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 Second Priority RepresentativeUntil the Discharge of Revolving Credit Obligations shall occur, the Term Loan Collateral Agent, for itself and and/or on behalf of each Second Priority Debt Party under its Second 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 Second Priority Representative the Term Loan Collateral Agent or such Second 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) 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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) If, at any time any Grantor or the holder of any ABL Claim delivers notice to the Term Loan Agents that any ABL Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of Capital Stock of any Subsidiary, any ABL Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) or any other release of ABL Priority Collateral has occurred under Section 9.14 of the ABL Credit Agreement: (i) in a transaction permitted under the ABL Credit Agreement and the Term Loan Credit Agreements; or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement by the owner of such ABL Priority Collateral (to the extent the ABL Agent has consented to such sale, transfer or disposition) or by the ABL Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Term Loan Lenders upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Claims are released and discharged; provided that the proceeds of such sale, transfer or other disposition are applied in accordance with Section 4. Upon delivery to each Term Loan Agent of a notice from the ABL Agent stating that any release of Liens by the ABL Agent securing or supporting the ABL Claims on any ABL Priority Collateral has become effective (or shall become effective upon each Term Loan Agent’s release), each Term Loan Agent will promptly execute, file and deliver such instruments, releases, termination statements, certificates of non-crystallization or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release or non-crystallization on customary terms at the expense of the Term Loan Borrower. Each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Debt Party under its 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 Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby irrevocably constitutes and appoints the Designated Senior Representative ABL Agent and any officer or agent of the Designated Senior RepresentativeABL 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 Second Priority Representative Term Loan Agent or such Second Priority Debt Party Term Loan Lender (as applicable) or in the Designated Senior RepresentativeABL Agent’s own name, from time to time in the Designated Senior RepresentativeABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make filings that may be necessary or desirable to accomplish the purposes of this Section 5.01(a5.1(a), including filing any termination statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the ABL Agent shall not exercise such power of attorney unless the Term Loan Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the ABL Agent. (b) Subject to Section 5.6, if, at any time any Grantor or the holder of any Term Loan Claim delivers notice to the ABL Agent that any specified Term Loan Priority Collateral (including all or substantially all of the Capital Stock of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of Capital Stock of any Subsidiary, any Term Loan Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of or any other release of Term Loan Priority Collateral has occurred under Section 9.15 of the Initial Term Loan Credit Agreement (or the corresponding provision of any other Term Loan Credit Agreement): (i) in a transaction permitted under the Term Loan Credit Agreements and the ABL Credit Agreement; or (ii) during the existence of any Event of Default under (and as defined in) any Term Loan Credit Agreement by the owner of such Term Loan Priority Collateral (to the extent the Designated Term Loan Agent has consented to such sale, transfer or disposition) or by a Term Loan Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the ABL Lenders upon such Term Loan Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Loan Priority Collateral securing Term Loan Claims (and, as applicable, the guarantee granted by any ABL Guarantor that, as a result of such sale, transfer or other disposition is no longer a Subsidiary of Holdings) are released and discharged; provided that the proceeds of such sale, transfer or other disposition are applied in accordance with Section 4. Upon delivery to the ABL Agent of a notice from the applicable Term Loan Agent stating that any release of Liens by the Term Loan Agents securing or supporting the Term Loan Claims on any Term Loan Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), the ABL Agent will promptly execute, file and deliver such instruments, discharges, releases, termination statements, debt assignments or transfers or other documents (including UCC-3 termination statements, mortgage releases and termination of USPTO and copyright filings) confirming such release on customary terms at the expense of the ABL Borrowers. The ABL Agent, for itself and on behalf of each ABL Lender, hereby irrevocably constitutes and appoints each Term Loan Agent and any officer or agent of such Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Lender or in such Term Loan Agent’s own name, from time to time in such Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including filing any termination statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the applicable Term Loan Agent shall not exercise such power of attorney unless the ABL Agent has failed to comply with its obligations under this Section 5.1 within two Business Days after demand by the applicable Term Loan Agent. (c) Unless and until the Discharge of Senior Obligations ABL Claims has occurred, each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document a default, of proceeds of Shared ABL Priority Collateral to the repayment of Senior Obligations ABL Claims pursuant to the Senior Debt Documents, ABL Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Term Loan Agents or the Second Priority Debt Parties Term Loan Lenders to receive proceeds in connection with the Second Priority Debt Obligations Term Loan Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document Unless and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations Term Loan Claims has occurred, comply with such requirement under the Second ABL Agent, for itself and on behalf of each ABL Lender, hereby consents to the application, whether prior to or after a default, of proceeds of Term Loan Priority Collateral Document as it relates to such Shared Collateral by taking any the repayment of Term Loan Claims pursuant to the Term Loan Credit Agreements; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the actions set forth above only ABL Agent or the ABL Lenders to receive proceeds in connection with respect to, or the ABL Claims not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) Each Second Priority Representative, (x) If at any time any Grantor or any First Lien Secured Party delivers notice to the Junior Lien Representative with respect to any specified Collateral (including for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees thatsuch purpose, in the event case of a sale, transfer the sale or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests in any Subsidiary, any Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that: (A) such specified Collateral has been or is being sold, leased, exchanged, transferred or otherwise disposed of by the owner of such Collateral in a transaction permitted under the First Lien Documents and the Junior Lien Documents; or (B) the First Priority Liens thereon have been or are being released in connection with the release of a Subsidiary from its guarantee under all of the First Lien Documents or (C) the First Priority Liens thereon have been or are being otherwise released as permitted by the First Lien Documents or by the First Lien Representative on behalf of the First Lien Secured Parties (unless, in the case of clause (B) or (C) of this Section 5.1(a)(x), such release occurs in connection with, and after giving effect to, a Discharge of First Lien Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Collateral by the First Lien Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies, a “Payment Discharge”)), then the Junior Liens upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Collateral securing First Lien Obligations are released and discharged (provided that in the case of any subsidiary release of the Company)Collateral not pursuant to a Payment Discharge, the Liens granted to on any Collateral disposed of in connection with the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure Second Priority Debt satisfaction in whole or in part of First Lien Obligations shall terminate and be released, automatically and without released but any further action, concurrently proceeds thereof not used for purposes of the Discharge of First Lien Obligations or otherwise in accordance with the termination First Lien Documents shall be subject to Junior Liens and release of all Liens granted upon such Shared Collateral shall be applied pursuant to secure Senior ObligationsSection 4.1). Upon delivery to a Second Priority the Junior Lien Representative of an Officer’s Certificate a notice from the First Lien Representative stating that any such termination and release of Liens securing or supporting the Senior First Lien Obligations has become effective (or shall become effective concurrently with such termination and release of upon the Liens granted to Junior Lien Representative’s release), the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Junior Lien Representative will promptly execute, deliver or acknowledgepromptly, at the Company’s or the other Grantor’s sole cost and expense, execute and deliver such instruments to evidence such instruments, releases, termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such 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 statements or other instruments of transfer or release. (c) Unless documents confirming such release on customary terms, which instruments, releases 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 termination statements shall be substantially identical to the applicationcomparable instruments, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to releases and termination statements executed by 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 First Lien Representative in connection with such release. In the Second Priority Debt Obligations not otherwise case of the sale of capital stock of a Subsidiary or any other transaction resulting in contravention the release of this Agreement. (d) Notwithstanding anything such Subsidiary’s guarantee under the First Lien Documents in accordance with the First Lien Documents, the guarantee in favor of the Junior Lien Secured Parties, if any, made by such Subsidiary will automatically be released and discharged as and when, but only to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 ofextent, the Designated Senior Representativeguarantee by such Subsidiary of all First Lien Obligations is released and discharged.

Releases. (a) Each Second Except as otherwise expressly provided herein, ABL Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Collateral pursuant to the terms of the ABL Loan Documents without any consultation with, consent of, or notice to Term Agent or any Term Loan Claimholder. Except as otherwise expressly provided herein, Term Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Collateral pursuant to the terms of the Term Loan Documents in each case without any consultation with, consent of, or notice to ABL Agent or any ABL Claimholder. (b) Other than in connection with an Insolvency Proceeding, if, prior to the Discharge of the ABL Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees thatObligations, in connection with the event Exercise of Secured Creditor Remedies by ABL Agent as provided for in Section 3 (with the proceeds thereof being applied as set forth in Section 4.1), ABL Agent releases any of its Liens on any part of the ABL Priority Collateral or in connection with a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all Disposition of the equity interests of any subsidiary Grantor, releases such Grantor from its obligations in respect of the CompanyABL Obligations (collectively, an “ABL Post-Default Disposition”), then the Liens granted to the Second Lien, of Term Agent on such ABL Priority Representatives Collateral, and the Second Priority Debt Parties upon obligations of such Shared Collateral to secure Second Priority Debt Obligations Grantor in respect of the Term Loan Obligations, shall terminate be automatically, unconditionally, and be simultaneously released, automatically and without any further action, concurrently with the termination and release ; provided that ABL Agent provides Term Agent ten (10) Business Day notice of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective Disposition (or which notice shall become effective concurrently with such termination and release include a summary of the Liens granted to the Second Priority Debt Parties terms thereof and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release expected date of the Liensproposed Disposition) prior to such release by ABL Agent and such Disposition is consummated on substantially the terms set forth in such notice within thirty (30) days thereafter. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority RepresentativeTerm Agent, for itself and or on behalf of the Second Priority Debt Parties under its Second Priority Debt Facilityany such Term Loan Claimholders, promptly shall execute and deliver to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer ABL Agent such termination 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 Second Priority Representative or such 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 amendment statements, endorsements or releases, and other instruments of transfer or documents as ABL Agent may request to effectively confirm such release. (c) Unless and until Other than in connection with an Insolvency Proceeding, if, prior to the Discharge of Senior Obligations has occurredthe Term Loan Priority Obligations, 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 Exercise of Secured Creditor Remedies by Term Agent as provided for in Section 3 (with the proceeds thereof being applied as set forth in Section 4.1), Term Agent releases any of its Liens on any part of the Term Loan Priority Debt Collateral or in connection with a Disposition of the equity interests of any Grantor, releases such Grantor from its obligations in respect of the Term Loan Obligations not otherwise (collectively, a “Term Loan Post-Default Disposition”), then the Liens, of ABL Agent on such Term Loan Priority Collateral, and the obligations of such Grantor in contravention respect of this Agreementthe ABL Obligations, shall be automatically, unconditionally, and simultaneously released; provided that Term Agent provides ABL Agent ten (10) Business Day notice of any such Disposition (which notice shall include a summary of the terms thereof and the expected date of the proposed Disposition) prior to such release by Term Agent and such Disposition is consummated on substantially the terms set forth in such notice within thirty (30) days thereafter. ABL Agent, for itself or on behalf of any such ABL Claimholders, promptly shall execute and deliver to Term Agent such termination or amendment statements, releases, and other documents as Term Agent may request to effectively confirm such release. (d) Notwithstanding anything Except as provided in Section 5.1(b) and (c), as applicable, neither the ABL Agent nor the Term Agent shall have any obligation to release any of its Liens on any portion of the Collateral that is the subject of any Disposition, or release any Grantor from its obligations in respect of the ABL Obligations or Term Loan Obligations, as applicable, unless such Disposition is permitted under both the ABL Loan Documents as in effect as of the date hereof and the Term Loan Documents as in effect as of the date hereof. (e) Until the Discharge of ABL Priority Obligations occurs, to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor extent that ABL Agent or ABL Claimholders (i) have released any Lien on ABL Priority Collateral or any Grantor with respect to make payment in respect of the ABL Obligations, and any item of Shared Collateral tosuch Liens or obligations are later reinstated, or (ii) to deliver or afford control over obtain any item of Shared Collateral to, or deposit new Liens from 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 Grantor with respect to any item ABL Priority Collateral or obtain a guaranty from any Grantor of Shared Collateral in favor ofthe ABL Obligations, then Term Agent, for itself and for Term Loan Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor, as the case may be. No such reinstatement of the Liens of the ABL Agent and ABL Claimholders shall in any caseevent require the Term Agent or the Term Loan Claimholders to pay over to the ABL Agent or the ABL Claimholders any amounts which the Term Agent or the Term Loan Claimholders may have received in connection with and after the release of their Liens on such Collateral prior to such reinstatement. (f) Until the Discharge of Term Loan Priority Obligations occurs, both to the Designated Senior Representative extent that Term Agent or Term Loan Claimholders (i) have released any Lien on Term Loan Priority Collateral or any Grantor with respect to the Term Loan Obligations, and any Second Priority Representative such Liens or Second Priority Debt Partyobligations are later reinstated, such or (ii) obtain any new Liens from any Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the Second respect to any Term Loan Priority Collateral Document or obtain a guaranty from any Grantor of the Term Loan Obligations, then ABL Agent, for itself and for ABL Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor, as it relates the case may be. No such reinstatement of the Liens of the Term Agent and Term Loan Claimholders shall in any event require the ABL Agent or the ABL Claimholders to pay over to the Term Agent or the Term Loan Claimholders any amounts which the ABL Agent or the ABL Claimholders may have received in connection with and after the release of their Liens on such Collateral prior to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representativereinstatement.

Releases. (a) Each Second If, at any time any Grantor, the First-Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in Collateral Agent or the event of a sale, transfer or other disposition holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified item of Shared Common Collateral (including all or substantially all of the equity interests of a Grantor or any subsidiary of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any [Second-Priority Document], (y) by way of enforcement by any First-Priority Secured Party under any applicable law, or (z) during the existence of any Event of Default under (and as defined in) the First Lien Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent or Other First-Priority Collateral Agent is exercising remedies or has consented to such sale, transfer or disposition, including a sale pursuant to Section 363 of the Company)Bankruptcy Code or any similar provision in any other applicable Bankruptcy Law, the entry of an order of the Bankruptcy Court pursuant to Section 363 of the Bankruptcy Code or any similar provision in any other applicable Bankruptcy Law, or in connection with the confirmation of a plan of reorganization or a similar dispositive restructuring plan in any Insolvency or Liquidation Proceeding, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens granted to in favor of the Second Second-Priority Representatives and the Second Priority Debt Secured Parties upon such Shared Common Collateral will automatically be released and discharged as and when, but only to secure Second the extent, such Liens on such Common Collateral securing First-Priority Debt Obligations shall terminate are released 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 Obligationsdischarged. Upon delivery to a Second each Second-Priority Representative of a notice from the First-Priority Collateral Agent, an Officer’s Certificate Other First-Priority Collateral Agent or the Parent Borrower stating that any such termination and release of Liens securing or supporting the Senior First-Priority Obligations has become effective (or shall become effective concurrently upon each First-Priority Representative’s release), whether in connection with a sale of such termination and release of assets by the Liens granted relevant owner pursuant to the Second Priority Debt Parties and the Second Priority Representatives) and any necessary preceding clauses or proper instruments of termination or release prepared by the Company or any other Grantorotherwise, such Second each Second-Priority Representative will promptly executeexecute and deliver such instruments, deliver releases, termination statements or acknowledge, at other documents confirming such release on customary terms. In the Company’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release case of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement sale of all or substantially all of the equity interests of a Second Priority RepresentativeGrantor or any of its Subsidiaries, for itself and on behalf the guarantee in favor of the Second Second-Priority Debt Parties under its Second Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt DocumentsObligations is released and discharged. (b) Each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby irrevocably constitutes and appoints (which appointment is coupled with an interest and is irrevocable) the Designated Senior Representative First-Priority Collateral Agent and each Other 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 Second each Second-Priority Representative or such Second Second-Priority Debt Secured Party 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 (at the direction of the Required Lenders), 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) Unless and until the Discharge of Senior First-Priority Obligations has occurred, each Second Second-Priority Representative, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event a default, of default under any Senior Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of Senior First-Priority Obligations pursuant to the Senior Debt First-Priority Documents, ; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives or the Second Second-Priority Debt Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second 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 and or on behalf of each Second Priority Debt Party any of the other First Lien Secured Parties, releases any of its Liens on any part of the Collateral or releases any Guarantor from its obligations under its Second Priority Debt Facility, agrees that, guarantee of the First Lien Obligations in connection with the event sale of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests Equity Interests of any subsidiary such Guarantor, then the Liens, if any, of the Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Lien Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeAgent, for itself or for the benefit of itself and the other Second Lien Secured Parties, on such Collateral, and the obligations of such Guarantor 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 of such Person, then the Liens of the Second Lien Collateral Agent with respect to the property 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 the other Second Priority Debt Parties under its Second Priority Debt FacilityLien Secured Parties, promptly shall execute and deliver to release the Liens on First Lien Collateral Agent such termination statements, releases and other documents as the Second Priority First Lien Collateral as set forth in Agent may reasonably request to effectively confirm the relevant Second Priority Debt Documentsforegoing releases. (b) Each If in connection with any disposition permitted under the terms of the First Lien Loan Documents and not expressly prohibited under the terms of the Second Priority RepresentativeLien Documents, the First Lien Collateral Agent, for itself and or on behalf of each Second Priority Debt Party any of the other First Lien Secured Parties, releases any of its Liens on any part of the Collateral, or releases any Guarantor from its obligations under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent guarantee 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 Second Priority Representative or such 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 First Lien 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 sale of this Agreement. (d) Notwithstanding anything to all of the contrary in any Second Priority Collateral DocumentEquity Interests of such Guarantor, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment case, other than in respect of any item of Shared Collateral to, (ii) to deliver or afford control over any item of Shared Collateral toconnection with, or deposit any item following, the Discharge of Shared First Lien Obligations then the Liens, if any, of the Second Lien Collateral withAgent, (iii) to register ownership of any item of Shared Collateral in the name of for itself 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 other Second Lien Secured Parties, on such Collateral, and the obligations of such Guarantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Agent, for itself or subject on behalf of any such other Second Lien Secured Parties, promptly shall execute and deliver to the control of orFirst Lien Collateral Agent such termination statements, in respect of any item of Shared Collateral, releases and other documents as the First Lien Collateral Agent may reasonably request 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 Second Priority Representative or Second Priority Debt Party, effectively confirm such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Representativerelease.

Releases. (a) Each Second Priority RepresentativeIf, for itself and on behalf of each Second Priority Debt Party under its Second 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 its Subsidiaries) is sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction permitted under the Senior Credit Agreement, the Existing ▇▇▇▇▇▇ Secured Notes Indenture and each other Second-Priority Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Senior Credit Agreement to the extent the Intercreditor Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Company), the Liens granted to the Second Second-Priority Representatives and the Second Priority Debt Secured Parties upon such Shared Collateral will automatically be released and discharged as and when, but only to secure Second Priority Debt Obligations shall terminate the extent, such Liens on such Collateral securing Senior Lender Claims are released 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 Obligationsdischarged. Upon delivery to each Second-Priority Agent of a Second Priority Representative of an Officer’s Certificate notice from the Intercreditor 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 with upon each Second-Priority Agent’s release), each Second-Priority Agent will promptly execute and deliver such instruments, releases, termination and statements or other documents confirming such release on customary terms. In the case of the Liens granted sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the Second Priority Debt Parties extent, the guarantee by such Grantor or Subsidiary of Senior Lender Claims is released and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentsdischarged. (b) Each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby irrevocably constitutes and appoints the Designated Senior Representative Intercreditor Agent and any officer or agent of the Designated Senior RepresentativeIntercreditor 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 Second each Second-Priority Representative Agent or such Second Priority Debt Party holder or in the Designated Senior RepresentativeIntercreditor Agent’s own name, from time to time in the Designated Senior RepresentativeIntercreditor 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) Unless and until the Discharge of Senior Obligations Lender Claims has occurred, each Second Second-Priority RepresentativeAgent, for itself and on behalf of each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event a default, of default under any Senior Debt Document of Deposit Account Collateral or proceeds of Shared Common Collateral to the repayment of Senior Obligations Lender Claims pursuant to the Senior Debt Documents, Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Second-Priority Representatives Agents or the Second Second-Priority Debt Secured Parties to receive proceeds in connection with the Second Second-Priority Debt Obligations Claims not otherwise in contravention of this Agreementagreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority If in connection with any Enforcement Action by any First Lien Representative or any First Lien Collateral Agent or any other exercise of any First Lien Representative’s or any First Lien Collateral Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of First Lien Obligations, such First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders represented by it, releases any of its Liens on any part of the Collateral or such First Lien Representative, for itself and or on behalf of any of the First Lien Claimholders represented by it, releases any Guarantor Subsidiary that is a Subsidiary from its obligations under its guarantee of the First Lien Obligations, then the Liens, if any, of each Second Priority Debt Party Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary that is a Subsidiary under its guaranty of the Second Priority Debt FacilityLien Obligations, agrees thatshall be automatically, unconditionally and simultaneously released. If in connection with any Enforcement Action or other exercise of rights and remedies by any First Lien Representative or any First Lien Collateral Agent, in each case prior to the event Discharge of a saleFirst Lien Obligations, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary Person are foreclosed upon or otherwise disposed of and such First Lien Collateral Agent releases its Lien on the Company), property or assets of such Person then the Liens granted of each Second Lien Collateral Agent with respect to the Second Priority Representatives and property or assets of such Person will be automatically released to the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 same extent as the Liens granted to the of such First Lien Collateral Agent. Each Second Priority Debt Parties Lien Representative and the each Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeLien Collateral Agent, for itself and or on behalf of any Second Lien Claimholder represented by it, shall promptly execute and deliver to the Second Priority Debt Parties under its Second Priority Debt FacilityFirst Lien Representatives, to release the Liens on the Second Priority First Lien Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative Agents or such 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 Guarantor Subsidiary that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any is a Subsidiary such termination statements, endorsements or releases and other instruments of transfer or release. (c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority documents as any First Lien Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents First Lien Collateral Agent or such Guarantor Subsidiary that is a Subsidiary may request to effectively confirm 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 Agreementforegoing releases. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second Priority RepresentativeIf, for itself and on behalf at any time any Grantor or the holder of any Senior Lender Claim delivers notice to each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of 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 its Subsidiaries) (including for such purpose, in the case of the Company)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 permitted under the Credit Agreement, the Liens granted to First Priority Notes Indenture, the Other First Priority Lien Obligations Credit Documents, the Second Priority Representatives Senior Secured Notes Indenture and each other Senior Lender Document and Second Priority Document (if any) then in effect; or (ii) in connection with the 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 Debt 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 not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second Priority Secured Parties upon such Shared Common Collateral will automatically, simultaneously, and unconditionally be released and discharged as and when, but only to secure the extent, such Liens on such Common Collateral securing Senior Lender Claims are released and discharged; provided that the Liens securing the Second Priority Debt Obligations Claims shall terminate and be released, automatically and without attach to any further action, concurrently with proceeds of such Common Collateral that remain after the termination and release Discharge of all Liens granted upon such Shared Collateral to secure Senior ObligationsLender Claim. Upon delivery to a each Second Priority Representative Agent of an Officer’s Certificate (a) a 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 assets by the relevant Grantor pursuant to the preceding sentence or otherwise), and release of the Liens granted (b) such other certificates or documents are required to be delivered under the Second Priority Debt Parties and the Documents, each Second Priority Representatives) and any necessary or proper instruments Agent, on behalf of termination or release prepared by the Company or any other Grantor, such each applicable Second Priority Representative Secured Party, will promptly execute, deliver or acknowledgepromptly, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentscustomary terms. (b) Each So long as the Discharge of Senior Lender Claims has not occurred, each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Debt Party under its Second 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 each Second Priority Representative Agent or such Second 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) Unless and until the Discharge of Senior Obligations Lender Claims has occurred, each Second Priority RepresentativeAgent, for itself and on behalf of each applicable Second Priority Debt Party under its Second Priority Debt FacilitySecured Party, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document a default, of proceeds of Shared Common Collateral or other collateral to the repayment of Senior Obligations Lender Claims pursuant to the Senior Debt Documents, Lender Documents and this Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Agents or the Second Priority Debt Secured Parties to receive proceeds in connection with the Second Priority Debt Obligations Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 The Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Company)) in connection with (i) the exercise of remedies in respect of Collateral or (ii) any sale, transfer or other disposition that is permitted under the Second Priority Debt Documents as in effect on the date hereof or subsequently permitted thereunder, the Liens granted to the Second Priority Representatives Representative and the Second Priority Debt Parties upon such Shared Collateral to secure 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 the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of 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 (with respect to any termination and release of Liens pursuant to clause (i) of the preceding sentence) or delivery to a 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 Second Priority Debt Parties and the Second Priority RepresentativesRepresentative) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its the Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Until the Discharge of the Senior Obligations, the Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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) If, at any time any Grantor or the holder of any ABL Claim delivers notice to the Term Loan Agents that any ABL Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of Capital Stock of any Subsidiary, any ABL Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) or any other release of ABL Priority Collateral has occurred under Section 9.14 of the ABL Credit Agreement: (i) in a transaction permitted under the ABL Credit Agreement and the Term Loan Credit Agreements; or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement by the owner of such ABL Priority Collateral (to the extent the ABL Agent has consented to such sale, transfer or disposition) or by the ABL Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Term Loan Lenders upon such ABL Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Priority Collateral securing ABL Claims are released and discharged; provided that the proceeds of such sale, transfer or other disposition are applied in accordance with Section 4. Upon delivery to each Term Loan Agent of a notice from the ABL Agent stating that any release or discharge of Liens by the ABL Agent securing or supporting the ABL Claims on any ABL Priority Collateral has become effective (or shall become effective upon each Term Loan Agent’s release), each Term Loan Agent will promptly execute, file and deliver such instruments, releases, termination statements, certificates of non-crystallization, discharges or other documents (including UCC-3 termination statements, PPSA financing change statements or discharges or registrations, mortgage releases, deeds of mainlevée and termination of security interests filed against registered Intellectual Property, including USPTO, Canadian Intellectual Property Office and copyright filings) confirming such release, discharge or non-crystallization on customary terms at the expense of Holdings. Each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Debt Party under its 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 Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby irrevocably constitutes and appoints the Designated Senior Representative ABL Agent and any officer or agent of the Designated Senior RepresentativeABL 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 Second Priority Representative Term Loan Agent or such Second Priority Debt Party Term Loan Lender (as applicable) or in the Designated Senior RepresentativeABL Agent’s own name, from time to time in the Designated Senior RepresentativeABL Agent’s discretion, for the purpose of carrying out the terms of this Section 5.01(a5.1(a), to take any and all appropriate action and to execute any and all documents and instruments and make filings that may be necessary or desirable to accomplish the purposes of this Section 5.01(a5.1(a), including filing any termination statements, PPSA financing change statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the ABL Agent shall not exercise such power of attorney unless the Term Loan Agents have failed to comply with their obligations under this Section 5.1 within two Business Days after demand by the ABL Agent. (b) Subject to Section 5.6, if, at any time any Grantor or the holder of any Term Loan Claim delivers notice to the ABL Agent that any specified Term Loan Priority Collateral (including all or substantially all of the Capital Stock of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of Capital Stock of any Subsidiary, any Term Loan Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of or any other release of Term Loan Priority Collateral has occurred under Section 9.14 of the First Lien Credit Agreement (or the corresponding provision of any other Term Loan Credit Agreement): (i) in a transaction permitted under the Term Loan Credit Agreements and the ABL Credit Agreement; or (ii) during the existence of any Event of Default under (and as defined in) any Term Loan Credit Agreement by the owner of such Term Loan Priority Collateral (to the extent the Designated Term Loan Agent has consented to such sale, transfer or disposition) or by a Term Loan Agent in connection with the Exercise of Any Secured Creditor Remedies; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the ABL Lenders upon such Term Loan Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term Loan Priority Collateral securing Term Loan Claims (and, as applicable, the guarantee granted by any ABL Guarantor that, as a result of such sale, transfer or other disposition is no longer a Subsidiary of Holdings) are released and discharged; provided that the proceeds of such sale, transfer or other disposition are applied in accordance with Section 4. Upon delivery to the ABL Agent of a notice from the applicable Term Loan Agent stating that any release or discharge of Liens by the Term Loan Agents securing or supporting the Term Loan Claims on any Term Loan Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), the ABL Agent will promptly execute, file and deliver such instruments, discharges, releases, termination statements, debt assignments or transfers or other documents (including UCC-3 termination statements, PPSA financing change statements or discharges or registrations, mortgage releases, deeds of mainlevée and termination of security interests filed against registered Intellectual Property, including USPTO, Canadian Intellectual Property Office and copyright filings) confirming such release, discharge or non-crystallization on customary terms at the expense of the ABL Borrowers. The ABL Agent, for itself and on behalf of each ABL Lender, hereby irrevocably constitutes and appoints each Term Loan Agent and any officer or agent of such Term Loan Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the ABL Agent or such ABL Lender or in such Term Loan Agent’s own name, from time to time in such Term Loan Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments and make any filings that may be necessary or desirable to accomplish the purposes of this Section 5.1(b), including filing any termination statements, PPSA financing change statements, discharges or registrations, endorsements or other instruments of transfer, discharge or release; provided that the applicable Term Loan Agent shall not exercise such power of attorney unless the ABL Agent has failed to comply with its obligations under this Section 5.1 within two Business Days after demand by the applicable Term Loan Agent. (c) Unless and until the Discharge of Senior Obligations ABL Claims has occurred, each Second Priority RepresentativeTerm Loan Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Term Loan Lender, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document a default, of proceeds of Shared ABL Priority Collateral to the repayment of Senior Obligations ABL Claims pursuant to the Senior Debt Documents, ABL Credit Agreement; provided that nothing in this Section 5.01(c5.1(c) shall be construed to prevent or impair the rights of the Second Priority Representatives Term Loan Agents or the Second Priority Debt Parties Term Loan Lenders to receive proceeds in connection with the Second Priority Debt Obligations Term Loan Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document Unless and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations Term Loan Claims has occurred, comply with such requirement under the Second ABL Agent, for itself and on behalf of each ABL Lender, hereby consents to the application, whether prior to or after a default, of proceeds of Term Loan Priority Collateral Document as it relates to such Shared Collateral by taking any the repayment of Term Loan Claims pursuant to the Term Loan Credit Agreements; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the actions set forth above only ABL Agent or the ABL Lenders to receive proceeds in connection with respect to, or the ABL Claims not otherwise in favor of, the Designated Senior Representativecontravention of this Agreement.

Releases. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 CompanyIssuer), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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, however, that, such release will not occur without the consent of the Second Priority Representative in the case of any such sale, transfer or other disposition of Shared Collateral that occurs in connection with the exercise of any rights or remedies by any Senior Secured Party with respect to such Shared Collateral in respect of any Senior Obligations to the extent the Proceeds of such Shared Collateral are not applied to reduce Senior Obligations in accordance with Section 4.01. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company Issuer or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the CompanyIssuer’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral toCollateral, (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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second If in connection with any Enforcement Action by the ABL Collateral Agent or any other exercise of the ABL Collateral Agent’s remedies, in each case, in respect of the ABL Priority RepresentativeCollateral (including, without limitation, Table of Contents the disposition of any ABL Priority Collateral by any ABL Grantor during an Event of Default under (and defined in) the ABL Loan Document with the consent of the ABL Collateral Agent), in each case prior to the Discharge of ABL Obligations, the ABL Collateral Agent, for itself and or on behalf of each Second any other ABL Claimholder, releases any of its Liens on any part of the ABL Priority Debt Party under its Second Collateral, then the Liens, if any, of the Term Loan Collateral Agent, for itself or for the benefit of the Term Loan Claimholders, on such ABL Priority Debt FacilityCollateral, agrees thatshall be automatically, unconditionally and simultaneously released. The Term Loan Collateral Agent, for itself or on behalf of any such Term Loan Claimholders, promptly shall execute and deliver to the ABL Collateral Agent or the applicable ABL Grantor such termination statements, releases and other documents in respect of the event of a ABL Priority Collateral as the ABL Collateral Agent or the applicable ABL Grantor may request to effectively confirm the foregoing releases. (b) If in connection with any sale, lease, exchange, transfer or other disposition of any specified item of Shared ABL Priority Collateral by any ABL Grantor (including all or substantially all collectively, a “Disposition”) permitted under the terms of the equity interests of any subsidiary ABL Loan Documents and not prohibited under the terms of the CompanyTerm Loan Documents (other than in connection with an Enforcement Action or other exercise of the ABL Collateral Agent’s remedies in respect of the ABL Priority Collateral which shall be governed by Section 5.1(a)), the ABL Collateral Agent, for itself or on behalf of any other ABL Claimholder, releases any of its Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure Second Priority Debt Obligations shall terminate and be released, automatically and without on any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a 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 part of the Liens granted to ABL Priority Collateral, then the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other GrantorLiens, such Second Priority Representative will promptly executeif any, deliver or acknowledge, at the Company’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 Second Priority RepresentativeTerm Loan Collateral Agent, for itself and on behalf for the benefit of the Second Priority Debt Parties under its Second Priority Debt Facilityother Term Loan Claimholders, to release the Liens on the Second such ABL Priority Collateral as set forth shall be automatically, unconditionally and simultaneously released unless such release is in connection with, or following, the relevant Second Priority Debt Documents. (b) Each Second Priority RepresentativeDischarge of the ABL Obligations. The Term Loan Collateral Agent, for itself and or on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityother Term Loan Claimholder, shall promptly execute and deliver to the ABL Collateral Agent or the ABL Grantor such termination statements, releases and other documents as the ABL Collateral Agent or the applicable ABL Grantor may request to effectively confirm such release. (c) Until the Discharge of ABL Obligations occurs, the Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder, hereby irrevocably constitutes and appoints the Designated Senior Representative ABL Collateral Agent and any officer or agent of the Designated Senior RepresentativeABL Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Term Loan Collateral Agent and such Second Priority Representative or such Second Priority Debt Party Term Loan Claimholder or in the Designated Senior RepresentativeABL Collateral Agent’s own name, from time to time in the Designated Senior RepresentativeABL 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) Unless . This power is coupled with an interest and is irrevocable 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 AgreementABL Obligations. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 (x) If, at any time any Grantor or any First Priority Secured Party delivers notice to the Second Priority Representative, Collateral Agent with respect to any specified Common Collateral (including for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees thatsuch purpose, in the event case of a sale, transfer the sale or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that: (A) such specified Common Collateral has been or is being sold, transferred or otherwise disposed of any subsidiary (a “Disposition”) by the owner of such Common Collateral in a transaction permitted under the First Priority Indenture and the Second Priority Indenture; or (B) the First Priority Liens thereon have been or are being released in connection with a Subsidiary that is released from its guarantee under the First Priority Indenture and the Second Priority Indenture; or (C) the First Priority Liens thereon have been or are being otherwise released as permitted by the First Priority Documents or by the First Priority Collateral Agent on behalf of the CompanyFirst Priority Secured Parties (unless, in the case of clause (B) or (C) of this Section 5.1(a)(x) such release occurs in connection with, and after giving effect to, a Discharge of First Priority Notes Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Common Collateral by the First Priority Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies, a “Payment Discharge”)), then the Second Priority Liens upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First Priority Notes Obligations are released and discharged (provided that in the case of a Payment Discharge, the Liens granted on any Common Collateral disposed of in connection with the satisfaction in whole or in part of First Priority Notes Obligations shall be automatically released but any proceeds thereof not used for purposes of the Discharge of First Priority Notes Obligations or otherwise in accordance with the First Priority Documents shall be subject to Second Priority Liens and shall be applied pursuant to Section 4.1). Upon delivery to the Second Priority Representatives and Collateral Agent of a notice from the Second First Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a Second Priority Representative of an Officer’s Certificate Agent stating that any such termination and release of Liens securing or supporting the Senior First Priority Notes Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to upon the Second Priority Debt Parties and Collateral Agent’s release), the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative Collateral Agent will promptly execute, deliver or acknowledgepromptly, at the Company’s or the other Grantor’s sole cost and expense, execute and deliver such instruments instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to evidence the comparable instruments, releases and termination statements executed by the First Priority Collateral Agent in connection with such termination and release. In the case of the sale of capital stock of a Subsidiary or any other transaction resulting in the release of such Subsidiary’s guarantee under the Liens. Nothing First Priority Notes Obligations in this Section 5.01(a) will be deemed to affect any agreement of a accordance with the First Priority Indenture and the Second Priority RepresentativeIndenture, for itself and on behalf the guarantee in favor of the Second Priority Debt Parties under its Second Priority Debt FacilitySecured Parties, if any, made by such Subsidiary will automatically be released and discharged as and when, but only to release the Liens on extent, the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent guarantee by such Subsidiary of the Designated Senior Representative, with full power of substitution, as its true First Priority Notes Obligations is released and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such 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 releasedischarged. (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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Second The ABL Agent shall have the exclusive right to make determinations regarding the release or Disposition of any ABL Priority Representative, for itself and on behalf Collateral pursuant to the terms of each Second Priority Debt Party under its Second Priority Debt Facility, agrees thatthe ABL Documents or in accordance with the provisions of this Agreement, in the event each case without any consultation with, consent of a sale, transfer or other disposition of notice to any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt DocumentsTerm Claimholders. (b) Each Second The Term Agent shall have the exclusive right to make determinations regarding the release or Disposition of any Term Priority Representative, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such Second Priority Debt Party or in the Designated Senior Representative’s own name, from time Collateral pursuant to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a)the Term Documents or in accordance with the provisions of this Agreement, in each case without any consultation with, consent of or notice to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish of the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release.ABL Claimholders. - 38 - WEIL:\96331350\2\35899.0561 (c) Unless and until the Discharge of Senior Obligations has occurredIf, 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 an Enforcement Action by the Second ABL Agent as provided for in Section 3, or any action by the ABL Agent that would have otherwise constituted an Enforcement Action but for the fact that the ABL Priority Debt Obligations Collateral that is the subject thereof is not otherwise in contravention material, the ABL Agent releases any of this Agreementits Liens on any part of the ABL Priority Collateral (or such Liens are released by operation of law), then the Liens of the Term Agent on such part of the ABL Priority Collateral, shall be automatically, unconditionally and simultaneously released. (d) Notwithstanding anything If, in connection with an Enforcement Action by the Term Agent as provided for in Section 3, or any action by the Term Agent that would have otherwise constituted an Enforcement Action but for the fact that the Term Priority Collateral that is the subject thereof is not material, the Term Agent releases any of its Liens on any part of the Term Priority Collateral (or such Liens are released by operation of law), then the Liens of the ABL Agent on such part of the Term Priority Collateral, shall be automatically, unconditionally and simultaneously released. (e) If in connection with an Enforcement Action by the Term Agent as provided in Section 3, the Term Agent releases its Liens on the Equity Interests in any Grantor and also releases its Liens on the Collateral of such Grantor, then the Liens of the ABL Agent on such Equity Interests and all such Collateral of such Grantor (whether ABL Priority Collateral or Term Priority Collateral) shall be automatically, unconditionally and simultaneously released; provided, however, that in the case of this paragraph (e) only, the Term Agent shall remit to the contrary in ABL Agent out of the proceeds of such Enforcement Action an amount equal to the value of any Second ABL Priority Collateral Documentof such Grantor calculated in accordance with Section 4.1(e) hereof. (f) If, in the event connection with any Disposition of any ABL Priority Collateral (other than an ABL Default Disposition) permitted under the terms of a Senior Collateral Document the ABL Documents and a Second permitted under the terms of the Term Documents, the ABL Agent releases any of its Liens on the portion of the ABL Priority Collateral Document each require that is the subject of such Disposition, then the Liens of the Term Agent on such portion of ABL Priority Collateral shall be automatically, unconditionally and simultaneously released. (g) If, in connection with any Grantor Disposition of any Term Priority Collateral (other than a Term Default Disposition) permitted under the terms of the Term Documents and permitted under the terms of the ABL Documents, the Term Agent releases any of its Liens on the portion of the Term Priority Collateral that is the subject of such Disposition, then the Liens of the ABL Agent on such portion of Term Priority Collateral shall be automatically, unconditionally and simultaneously released. (h) In the event of any private or public Disposition of all or any portion of the ABL Priority Collateral by one or more Grantors with the consent of the ABL Agent after the occurrence and during the continuance of an ABL Default (and prior to the Payment in Full of ABL Priority Debt), which Disposition is conducted by such Grantors with the consent of the ABL Agent in connection with good faith efforts by the ABL Agent to collect the ABL Debt through the Disposition of ABL Priority Collateral (any such Disposition, an “ABL Default Disposition”), then the Liens of the Term Agent on such ABL Priority Collateral shall be automatically, unconditionally and simultaneously released so long as (i) to make payment in respect of any item of Shared Collateral tothe ABL Agent also releases its Liens on such ABL Priority Collateral, (ii) the Term Agent’s Lien continues to deliver or afford control over any item attach to the proceeds of Shared Collateral tosuch ABL Default Disposition to the extent not used to repay ABL Priority Debt, or deposit any item of Shared Collateral with, and (iii) to register ownership the proceeds of any item of Shared Collateral such ABL Default Disposition are applied in accordance with Section 4.1(a) (as if they were proceeds received in connection with an Enforcement Action). (i) In the name of or make an assignment of ownership event of any Shared private or public Disposition of all or any portion of the Term Priority Collateral by one or more Grantors with the rights thereunder toconsent of the Term Agent after the occurrence and - 39 - WEIL:\96331350\2\35899.0561 during the continuance of a Term Default (and prior to the Payment in Full of Term Priority Debt), which Disposition is conducted by such Grantors with the consent of the Term Agent in connection with good faith efforts by the Term Agent to collect the Term Debt through the Disposition of Term Priority Collateral (any such Disposition, a “Term Default Disposition”), then the Liens of the ABL Agent on such Term Priority Collateral shall be automatically, unconditionally and simultaneously released so long as (i) the Term Agent also releases its Liens on such Term Priority Collateral, (ii) the ABL Agent’s Lien continues to attach to the proceeds of such Term Default Disposition to the extent not used to repay Term Priority Debt, and (iii) the proceeds of any such Term Default Disposition are applied in accordance with Section 4.1(c) (as if they were proceeds received in connection with an Enforcement Action). (j) To the extent that the Liens of the Term Agent in and to any ABL Priority Collateral are to be released as provided in this Section 5.1: (i) the Term Agent shall promptly, upon the written request of the ABL Agent, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the ABL Agent may reasonably request in connection with such Disposition to evidence and effectuate such release; provided that any such release or UCC amendment by the Term Agent shall not extend to or otherwise affect any of the rights, if any, of the Term Agent to the proceeds from any such Disposition of any Collateral; (ii) from and after the time that the Liens of the Term Agent in and to such ABL Priority Collateral are released, the Term Agent shall be automatically and irrevocably deemed to have authorized the ABL Agent or its designee to file UCC amendments releasing the ABL Priority Collateral subject to such Disposition; (iii) the Term Claimholders shall be deemed to have consented under the Term Documents to such Disposition to the same extent as the consent of the ABL Claimholders; and (iv) cause in accordance with the provisions of applicable law, the Liens of the Term Agent shall automatically attach to any securities intermediaryproceeds of any Collateral subject to any such Disposition to the extent not used to repay ABL Debt. (k) To the extent that the Liens of the ABL Agent in and to any Term Priority Collateral are to be released as provided in this Section 5.1: (i) the ABL Agent shall promptly, commodity intermediary or other Person acting in a similar capacity upon the written request of the Term Agent, execute and deliver such release documents and confirmations of the authorization to agree to complyfile UCC amendments, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateraleach case, as the entitlement holderTerm Agent may reasonably request in connection with such Disposition to evidence and effectuate such release; provided that any such release or UCC amendment by the ABL Agent shall not extend to or otherwise affect any of the rights, if any, of the ABL Agent to the proceeds from any such Disposition of any Collateral; (vii) hold from and after the time that the Liens of the ABL Agent in and to such Term Priority Collateral are released, the ABL Agent shall be automatically and irrevocably deemed to have authorized the Term Agent or its designee to file UCC amendments releasing the Collateral subject to such Disposition; (iii) the ABL Agent shall be deemed to have consented under the ABL Documents to such Disposition to the same extent as the consent of the Term Claimholders; and - 40 - WEIL:\96331350\2\35899.0561 (iv) in accordance with the provisions of applicable law, the Liens of the ABL Agent shall automatically attach to any item proceeds of Shared any Collateral in trust for (subject to any such Disposition to the extent not used to repay Term Debt. (l) Until the Payment in Full of ABL Priority Debt occurs, to the extent that the ABL Claimholders (i) have released any Lien on ABL Priority Collateral or any Grantor with respect to the ABL Debt, and any such item of Shared Collateral cannot be held in trust for multiple parties under applicable law)Liens or obligations are later reinstated, or (viii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of the agreement of ABL Debt, then the Term Agent shall be entitled to obtain a bailee or other third party to hold Lien on any item of Shared Collateral for the benefit of or such ABL Priority Collateral, subject to the control terms (including the lien subordination provisions) of orthis Agreement, and a guaranty from such Grantor of the Term Debt, as the case may be. (m) Until the Payment in respect Full of any item of Shared CollateralTerm Priority Debt occurs, to follow the instructions of extent that the Term Claimholders (i) have released any Lien on Term Priority Collateral or (vii) obtain the agreement of a landlord any Grantor 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 ofthe Term Debt, in any case, both the Designated Senior Representative and any Second such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of the Term Debt, then the ABL Agent shall be entitled to obtain a Lien on any such Term Priority Representative or Second Priority Debt PartyCollateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect toABL Debt, or in favor of, as the Designated Senior Representativecase may be.

Releases. (a) Each (x) If, with respect to any specified Common Collateral (including for such purpose, in the case of the sale or other disposition of all or substantially all of the equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (A) such specified Common Collateral has been or is being sold, transferred or otherwise disposed of in connection with a disposition by the owner of such Common Collateral in a transaction permitted under the First Lien Credit Agreement and the Second Lien Credit Agreement; or (B) the First Priority RepresentativeLiens thereon have been or are being released in connection with a Subsidiary that is released from its guarantee under the First Lien Credit Agreement and the Second Lien Credit Agreement; or (C) the First Priority Liens thereon have been or are being otherwise released as permitted by the First Lien Credit Agreement or by the First Lien Collateral Agent on behalf of the First Lien Secured Parties (unless, in the case of clause (B) or (C) of this Section 5.1(a)(x) such release occurs in connection with, and after giving effect to, a Discharge of First Lien Obligations, which discharge is not in connection with a foreclosure of, or any other exercise of remedies with respect to, Common Collateral by the First Lien Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies or a sale or other disposition generating sufficient proceeds to cause the Discharge of First Lien Obligations, a “Payment Discharge”)), then the Second Liens upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First Lien Obligations are released and discharged (provided that any proceeds thereof not used for purposes of the Discharge of First Lien Obligations or otherwise in accordance with the Second Lien Credit Agreement shall be subject to Second Liens and shall be applied pursuant to Section 4.1). Upon delivery to the Second Lien Collateral Agent of a notice from the First Lien Collateral Agent stating that any such release of Liens securing or supporting the First Lien Obligations has become effective (or shall become effective upon the Second Lien Collateral Agent’s release), the Second Lien Collateral Agent, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien Secured Party, agrees thatwill promptly, at the Borrower’s expense, execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the First Lien Collateral Agent in connection with such release. In the event case of the sale of capital stock 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 Company), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company Subsidiary or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at transaction resulting in the Company’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of such Subsidiary’s guarantee under the Liens. Nothing First Lien Credit Agreement in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representativeaccordance with the First Lien Credit Agreement, for itself and on behalf the guarantee in favor of the Second Priority Debt Parties under its Second Priority Debt FacilityLien Secured Parties, to release the Liens on the Second Priority Collateral if any, made by such Subsidiary will automatically be released and discharged as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representativeand when, for itself and on behalf of each Second Priority Debt Party under its 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 Second Priority Representative or such 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 but only 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 Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 ofextent, the Designated Senior Representativeguarantee by such Subsidiary of First Lien Obligations is released and discharged.

Releases. (a) Each Second Priority RepresentativeIf the First Lien Administrative Agent, for itself and or on behalf of each Second Priority Debt Party any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases any Guarantor from its obligations under its guarantee of the First Lien Obligations in connection with (i) the exercise of the First Lien Administrative Agent’s rights and remedies in respect of the Collateral provided for in Section 3.1; or (ii) the sale or disposition of any Collateral by any Grantor after the occurrence of an Event of Default under the First Lien Credit Agreement, then the Liens, if any, of the Second Priority Debt FacilityLien Collateral Agent, agrees thatfor itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released; provided, that in the event case of clause (ii) either (x) the Company shall have given the Second Lien Collateral Agent not less than ten (10) Business Days notice of such sale, or (y) the Second Lien Collateral Agent has had at least ten (10) Business Days actual knowledge of such proposed sale or release, and such sale is to a person other than an Affiliate of the Company or the First Lien Administrative Agent or any First Lien Claimholder. 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 Administrative Agent or such Guarantor such termination statements, releases and other documents as the First Lien Administrative Agent or such Guarantor 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 Collateral (including all or substantially all collectively, a “Disposition”) permitted under the terms of both the First Lien Credit Documents and the Second Lien Credit Documents (other than in connection with the exercise of the equity interests of any subsidiary First Lien Administrative Agent’s rights and remedies in respect of the CompanyCollateral provided for in Section 3.1), the First Lien Administrative Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens granted on any part of the Collateral, or releases any Guarantor from its obligations under its guarantee of the First Lien Obligations, in each case other than (A) in connection with 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 under its guarantee 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 Second Priority Representatives First Lien Administrative Agent or such Guarantor such termination statements, releases and other documents as the First Lien Administrative Agent or such Guarantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Second Priority Debt Parties upon such Shared Lien Collateral to secure 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. Upon delivery to a 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 Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’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 Second Priority RepresentativeAgent, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. (b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt FacilityLien Claimholders, 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 with full irrevocable power and authority in the place and stead of such the Second Priority Representative Lien Collateral Agent or such Second 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, 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. (cd) Unless and until Until the Discharge of Senior First Lien Obligations has occurredoccurs, each to the extent that the First Lien Administrative Agent or the First Lien Claimholders (i) have released any Lien on Collateral or any Guarantor from its obligation under its guarantee and any such Liens or guarantee are later reinstated or (ii) obtain any new Liens or additional guarantees from any Guarantor, then the Second Priority RepresentativeLien Collateral Agent, for itself and for the Second Lien Claimholders, shall be granted a Lien on behalf of each Second Priority Debt Party under its Second Priority Debt Facilityany such Collateral, hereby consents subject 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 lien subordination provisions of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral 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 Collateraladditional guarantee, 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 Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the 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 Representativecase may be.

Releases. (a) Each Second Priority RepresentativeIf, at any time any Grantor or any First-Lien Secured Party delivers notice to the Designated Junior-Lien Collateral Agent with respect to any specified Shared Collateral (including for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees thatsuch purpose, in the event case of a sale, transfer the sale or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests in any Subsidiary, any Shared Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that: (i) such specified Shared Collateral has been or is being sold, transferred or otherwise disposed of any subsidiary in connection with a Disposition by the owner of such Shared Collateral in a transaction permitted under the First-Lien Debt Documents; or (ii) the First-Liens thereon have been or are being released in connection with a Subsidiary that is released from its guarantee under the First-Lien Debt Documents; or (iii) the First-Liens thereon have been or are being otherwise released as permitted by the First-Lien Debt Documents or by the Applicable First-Lien Collateral Agent on behalf of the CompanyFirst-Lien Secured Parties (unless, in the case of clause (ii) or (iii) of this Section 5.1(a) such release occurs in connection with, and after giving effect to, a Discharge of First-Lien Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Shared Collateral by the First-Lien Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies or a sale or other disposition generating sufficient proceeds to cause the Discharge of First-Lien Obligations, a “Payment Discharge”)), then the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties Junior-Lien upon such Shared Collateral will automatically be released and discharged as and when, but only to secure Second Priority Debt Obligations shall terminate and be releasedthe extent, automatically and without any further action, concurrently with the termination and release of all such Liens granted upon on such Shared Collateral securing First-Lien Obligations are released and discharged (provided that in the case of a Payment Discharge, the Liens on any Shared Collateral disposed of in connection with the satisfaction in whole or in part of First-Lien Obligations shall be automatically released but any proceeds thereof not used for purposes of the Discharge of First-Lien Obligations or otherwise in accordance with the Junior- Lien Debt Documents shall be subject to secure Senior ObligationsJunior-Liens and shall be applied pursuant to Section 4.1). Upon delivery to the Designated Junior-Lien Collateral Agent of a Second Priority Representative of an Officer’s Certificate notice from the Applicable First-Lien Collateral Agent stating that any such termination and release of Liens securing or supporting the Senior First-Lien Obligations has become effective (or shall become effective concurrently with such termination and release of upon the Liens granted to Designated Junior-Lien Collateral Agent’s release), the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative Designated Junior-Lien Collateral Agent will promptly execute, deliver or acknowledgepromptly, at the Company’s or the other Grantor’s sole cost and expense, execute and deliver such instruments instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to evidence the comparable instruments, releases and termination statements executed by the Applicable First- Lien Collateral Agent in connection with such termination release (and shall be prepared by the Applicable First-Lien Collateral Agent). In the case of the sale of capital stock of a Subsidiary or any other transaction resulting in the release of such Subsidiary’s guarantee under the Liens. Nothing First-Lien Debt Documents in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representativeaccordance with the Credit Agreement, for itself and on behalf the guarantee in favor of the Second Priority Debt Parties under its Second Priority Debt FacilityJunior-Lien Secured Parties, if any, made by such Subsidiary will automatically be released and discharged as and when, but only to release the Liens on extent, the Second Priority Collateral as set forth in the relevant Second Priority Debt Documentsguarantee by such Subsidiary of First-Lien Obligations is released and discharged. (b) If, at any time any Grantor or any First-Lien Secured Party delivers notice to the Designated Junior-Lien Collateral Agent with respect to any Grantor that is a Subsidiary that: (i) all or substantially all of the equity interests in such Grantor have been or are being sold, transferred or otherwise disposed of in connection with a Disposition by the owner of such Grantor in a transaction permitted under the First-Lien Debt Documents; or (ii) such Grantor is released from its guarantee under the First-Lien Debt Documents (unless, such release occurs in connection with, and after giving effect to, a Discharge of First-Lien Obligations, which discharge is a Payment Discharge), then such Grantor will automatically be released and discharged under its guaranty of the Junior- Lien Obligations as and when, but only to the extent, such Grantor is also released and discharged under its guaranty of the First-Lien Obligations. Upon delivery to the Designated Junior-Lien Collateral Agent of a notice from the Applicable First-Lien Collateral Agent stating that any such release of Subsidiary that is a Grantor guarantying the First-Lien Obligations has become effective (or shall become effective upon the Designated Junior-Lien Collateral Agent’s release), the Designated Junior-Lien Collateral Agent will promptly, at the Company’s expense, execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the Applicable First-Lien Collateral Agent in connection with such release (and shall be prepared by the Applicable First-Lien Collateral Agent). (c) Each Second Priority RepresentativeJunior-Lien Authorized Representative and each Junior-Lien Collateral Agent, for itself and on behalf of each Second Priority Debt Junior-Lien Secured Party under its Second Priority Junior-Lien Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative Applicable First-Lien Collateral Agent and any officer or agent of the Designated Senior RepresentativeApplicable First-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 Second Priority Representative Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Second Priority Debt Junior-Lien Secured Party or in the Designated Senior RepresentativeApplicable First-Lien Collateral Agent’s own name, from time to time in the Designated Senior RepresentativeApplicable First-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 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 releaserelease (which appointment, being coupled with an interest, is irrevocable); provided that such appointment shall terminate automatically, without any action by the Applicable First-Lien Collateral Agent or any Junior-Lien Secured Party, upon the Discharge of First-Lien Obligations, and provided, further, that the Applicable First-Lien Collateral Agent shall notify such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior-Lien Secured Party of any action taken by such Applicable First- Lien Collateral Agent as attorney-in-fact for such Junior-Lien Authorized Representative, such Junior-Lien Collateral Agent or such Junior-Lien Secured Party pursuant to this clause (c). (cd) Unless and until the Discharge of Senior First-Lien Obligations has occurred, each Second Priority RepresentativeJunior-Lien Authorized Representative and each Junior-Lien Collateral Agent, for itself and on behalf of each Second Priority Debt Junior-Lien Secured Party under its Second Priority Junior-Lien Debt Facility, hereby consents to the application, whether prior to or after an event Event of default Default under any Senior First-Lien Debt Document Document, of Deposit Account Collateral or proceeds of Shared Collateral to the repayment of Senior First-Lien Obligations pursuant to the Senior First-Lien 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. (de) Notwithstanding anything to the contrary in any Second Priority Junior-Lien Collateral Document, in the event the terms of a Senior First-Lien Collateral Document and a Second Priority Junior-Lien Collateral Document each require any Grantor to (i) to make payment in respect of any item of Shared Collateral 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 any First-Lien Collateral Agent and any Second Priority Representative Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or Second Priority Debt Junior-Lien Secured Party, such Grantor may, until the applicable Discharge of Senior First-Lien Obligations has occurred, comply with such requirement under the Second Priority Junior-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 RepresentativeFirst-Lien Collateral Agents (or the Applicable First-Lien Collateral Agent, subject to the terms of the First-Lien Intercreditor Agreement).