The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release or subordinate any Lien on any Collateral # upon the termination of the Commitments and payment and satisfaction in full by the Loan Parties of all of the Obligations, # constituting property being sold or disposed of if a

Administrative Agent may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, make such disbursements and advances (“Special Administrative Agent Advances”) which Administrative Agent, in its sole discretion, # deems necessary or desirable either to preserve or protect the Collateral or any portion thereof or # to enhance the likelihood or maximize the amount of repayment by Borrowers and Guarantors of the Loans and other Obligations, provided, that, the aggregate principal amount of the Special Administrative Agent Advances pursuant to [clauses (i) and (ii) above], plus the then outstanding principal amount of the additional Loans and Letter of Credit Accommodations which Administrative Agent may make or provide as set forth in [Section 12.8] hereof, shall not exceed the aggregate amount of $75,000,000 or # to pay any

The Lenders hereby irrevocably authorize [[Organization B:Organization]] to release any Lien on any Collateral # upon the termination of the Commitments and payment and satisfaction in full of all of the Obligations, # constituting property being sold or disposed of if a release is required or desirable in connection therewith and if [[Organization A:Organization]] certify to [[Organization B:Organization]] that the sale or disposition is permitted hereunder (and [[Organization B:Organization]] may rely conclusively on any such certificate, without further inquiry), # constituting property leased or licensed to a Loan Party or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, or # in connection with a credit bid or purchase authorized under this [Section 14.13]. The Loan Parties and the Lenders hereby irrevocably authorize [[Organization B:Organization]], based upon the instruction of the Required Lenders, to # consent to the sale of, credit bid, or purchase (either directly or indirectly

Collateral Matters. (a) The Pledge and Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and # when the Collateral (as defined therein) constituting certificated securities (as defined in the UCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, but subject to Permitted Liens, and # when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and superior in right to any other Person, but subject to Permitted Liens.

Collateral and Guarantee Requirement. Clauses (a), (b), (c), (d) and (e) of the Collateral and Guarantee Requirement shall have been satisfied to the extent applicable as of such date. The Collateral Agent shall have received a counterpart of an agreement, signed on behalf of the Borrower and each Subsidiary Guarantor, reaffirming its obligations and the Liens granted by it under the Guarantee and Security Agreement after giving effect to the Transactions.

The provisions of [Schedule 2] apply.

Agreement to Guarantee. The [[New Guarantor:Organization]] hereby agrees, jointly and severally with all Existing ​, to unconditionally guarantee the Borrower’s Obligations under the Loan Documents on the terms and subject to the conditions set forth in the Guaranty and to be bound by all applicable provisions of the Credit Agreement and the Notes and to perform all of the obligations and agreements of a Guarantor under the Guaranty. Effective as of the date hereof, the [[New Guarantor:Organization]] hereby becomes a party to the Guaranty as a Guarantor thereunder with the same effect as if the [[New Guarantor:Organization]] were an original signatory to the Guaranty.

SECTION # NEGATIVE COVENANTS 4243

The equity pledge is independent of rather than in lieu of any other guarantee, warranty or arrangement that is current between the Pledgee and the Pledgor or established at any time, and shall not influence or be influenced by the latter.

So long as the guarantee obligation and all the obligations and debts under this Agreement are reasonably practical after the performance and fulfillment thereof, the Pledgee shall take all necessary measures to release and realize the Pledged Equity, including but not limited to returning the shareholder qualification certificate for the Pledged Equity and writing off the equity pledge registration with the industrial and commercial bureau.

“Equipment”: as defined in the Guarantee and Collateral Agreement.

“Guarantor”: as defined in the Guarantee and Collateral Agreement.

“Inventory”: as defined in the Guarantee and Collateral Agreement.

“Collateral and Guarantee Requirement” shall mean the requirement that:

Section # Collateral Matters.