Common use of Automatic Release of Second Priority Liens and Third Priority Liens Clause in Contracts

Automatic Release of Second Priority Liens and Third Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Note Documents (including following any waiver granted to permit such Disposition) or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases Parent or any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “First Lien Release”), other than any such First Lien Release granted in connection with the Discharge of First Lien Obligations then, subject to Section 3.04(c), the Second Priority Liens and Third Priority Liens on such Collateral, and the obligations of Parent or such Guarantor under its guarantee of the Second Lien Obligations and the obligations of such Guarantor under its guarantee of the Third Lien Obligations, shall be automatically, unconditionally and simultaneously released, and each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, shall promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor, such Guarantor or Parent, as the case may be, such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor, Guarantor or Parent, as the case may be, may reasonably request to effectively confirm such First Lien Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens and Third Priority Liens shall not be so released if such Disposition is prohibited under the terms of the Second Lien Purchase Agreement and the Third Lien Purchase Agreement, respectively.

Automatic Release of Second Priority Liens and Third Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Note Documents (including following any waiver granted to permit such Disposition) or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases Parent or any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “First Lien Release”), other than any such First Lien Release granted in connection with the Discharge of First Lien Obligations then, subject to Section 3.04(c), the Second Priority Liens and Third Priority Liens on such Collateral, and the obligations of Parent or such Guarantor under its guarantee of the Second Lien Obligations and the obligations of such Guarantor under its guarantee of the Third Lien Obligations, shall be automatically, unconditionally and simultaneously released, and each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, shall promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor, such Guarantor or Parent, as the case may be, such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor, Guarantor or Parent, as the case may be, may reasonably request to effectively confirm such First Lien Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens and Third Priority Liens shall not be so released if such Disposition is prohibited under the terms of the Second Lien Purchase Agreement and the Third Lien Purchase Agreement, respectively.

Automatic Release of Second Priority Liens and Third Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Note Documents (including following any waiver granted to permit such Disposition) or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases Parent or any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “First Lien Release”), other than any such First Lien Release granted in connection with the Discharge of First Lien Obligations then, subject to Section Sections 3.04(c) and (d), the Second Priority Liens and Third Priority Liens on such Collateral, and the obligations of Parent or such Guarantor under its guarantee of the Second Lien Obligations and the obligations of such Guarantor under its guarantee of the Third Lien Obligations, shall be automatically, unconditionally and simultaneously released, and each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, shall promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor, such Guarantor or Parent, as the case may be, such termination statements, releases and other documents provided to it as the First Lien Collateral Agent or the relevant Grantor, Guarantor or Parent, as the case may be, may reasonably request in writing to effectively confirm such First Lien ReleaseRelease and each of the Second Lien Collateral Agent and the Third Lien Collateral Agent shall be entitled to conclusively rely on such written request; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens and Third Priority Liens shall not be so released if such Disposition is prohibited under the terms of the Second Lien Purchase Agreement and the Third Lien Purchase AgreementAgreements, respectively; provided further that nothing in this Section 3.04(a) shall require a release of Third Priority Liens on the Spinco Assets absent the consent of the Spinco Third Lien Supermajority Holders.

Automatic Release of Second Priority Liens and Third Priority Liens. (a) If, in connection with (iA) any Disposition of any Collateral permitted under the terms of the First Lien Note Priority Debt Documents (including following any waiver granted to permit such Disposition) or (iiB) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Priority Agent, for itself and on behalf of the other First Lien Priority Secured Parties, (x) releases any of the First Priority Liens, or (y) releases Parent or any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “First Lien Priority Release”), other than any such First Lien Priority Release granted in connection with following (and not as a condition to) the Discharge of First Lien Obligations thenPriority Claims, subject to Section 3.04(c), then the Second Priority Liens and the Third Priority Liens on such Collateral, and the obligations of Parent or such Guarantor under its guarantee of the Second Lien Obligations Priority Claims and the obligations of such Guarantor under its guarantee of the Third Lien ObligationsPriority Claims, shall be automatically, unconditionally and simultaneously released, and each of the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, and the Third Lien Collateral Priority Agent, for itself and on behalf of the other Third Lien Priority Secured Parties, shall promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor, Grantor or such Guarantor or Parent, as the case may be, such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor, Grantor or Guarantor or Parent, as the case may be, may reasonably request and provide to effectively confirm such First Lien Priority Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral) or a First Priority Release of a Guarantor from its Guarantee (as defined in the Second Priority Debt Agreement as in effect on the date hereof) or from its Guarantee (as defined in the Third Priority Debt Agreement as in effect on the date hereof) (other than any such First Priority Release in connection with the enforcement or exercise of any rights or remedies with respect to all of the Capital Stock of such Guarantor or all or substantially all of its assets), the Second Priority Liens and the Third Priority Liens or the applicable Guarantee(s) shall not be so released if such Disposition or such First Priority Release is prohibited not permitted under the terms of the Second Lien Purchase Priority Debt Agreement and or the Third Lien Purchase Priority Debt Agreement, respectivelyas applicable.

Automatic Release of Second Priority Liens and Third Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Note Documents (including following any waiver granted to permit such Disposition) or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases Parent or any Guarantor from its obligations under its guarantee guarantor of the First Lien Obligations from its First Lien Guarantee (in each case, a “"First Lien Release”"), other than any such First Lien Release granted in connection with the Discharge of the First Lien Obligations thenObligations, subject to Section 3.04(c), then the Second Priority Liens and Third Priority Liens on such Collateral, and the obligations of Parent or such Guarantor guarantor under its guarantee of the Second Lien Obligations and the obligations of such Guarantor guarantor under its guarantee (if any) of the Third Lien Obligations, shall be automatically, unconditionally and simultaneously released, and each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, shall promptly execute and deliver to the First Lien Collateral Agent, Agent and the relevant Grantor, such Guarantor or ParentCredit Party, as the case may be, such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor, Guarantor or ParentCredit Party, as the case may be, may reasonably request to effectively confirm such First Lien Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens and Third Priority Liens shall not be so released if such Disposition is prohibited under the terms of the Second Lien Purchase Agreement and the Third Lien Purchase Agreement, respectively.

Automatic Release of Second Priority Liens and Third Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Note Documents (including following any waiver granted to permit such Disposition) or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases Parent or any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “"First Lien Release”"), other than any such First Lien Release granted in connection with the Discharge of First Lien Obligations then, subject to Section 3.04(c), the Second Priority Liens and Third Priority Liens on such Collateral, and the obligations of Parent or such Guarantor under its guarantee of the Second Lien Obligations and the obligations of such Guarantor under its guarantee of the Third Lien Obligations, shall be automatically, unconditionally and simultaneously released, and each of the Second Lien SF1:727688 Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, shall promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor, such Guarantor or Parent, as the case may be, such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor, Guarantor or Parent, as the case may be, may reasonably request to effectively confirm such First Lien Release; provided that, in the case of a Disposition of Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral), the Second Priority Liens and Third Priority Liens shall not be so released if such Disposition is prohibited under the terms of the Second Lien Purchase Agreement and the Third Lien Purchase Agreement, respectively.