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

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents 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 any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such 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 shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents other than pursuant to an Enforcement Action or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateralan Enforcement Action, the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Administrative Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, (i) in the case of a Disposition of Collateral (other than any such Disposition in connection with an Enforcement Action taken in connection with the enforcement or exercise of any rights or remedies First Lien Obligations with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement (other than solely as the result of the existence of a default or event of default under the Second Lien Loan Documents), and (ii) any proceeds received from such Disposition in connection with an Enforcement Action taken in connection with the First Lien Obligations with respect to the Collateral shall be applied by the First Lien Administrative Agent to the First Lien Obligations and permanently reduce the Borrowing Base with respect to the First Lien Obligations to the extent required by the First Lien Credit Agreement.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents 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 any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following in connection with the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such 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, including pursuant to Section 6.01(a)(iv)), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents other than pursuant to an Enforcement Action or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateralan Enforcement Action, 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 any Guarantor (other than the Parent) from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following after the occurrence of the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, (i) in the case of a Disposition of Collateral (other than any such Disposition in connection with an Enforcement Action taken in connection with the enforcement or exercise of any rights or remedies First Lien Obligations with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit AgreementLoan Documents, and (ii) any proceeds received from such Disposition in connection with an Enforcement Action taken in connection with the First Lien Obligations with respect to the Collateral shall be applied by the First Lien Collateral Agent to the First Lien Obligations.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, (1) the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations or (2) the First Priority Liens are otherwise released as permitted by the First Lien Loan Documents (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, and or the obligations of such Guarantor under its guarantee of the Second Lien Obligations, as applicable, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Administrative Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in . The parties hereto acknowledge and agree that it is their intention that the case Guarantors 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 First Lien Obligations and the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms Guarantors of the Second Lien Credit AgreementObligations shall be identical.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or and the Second Lien Loan Documents, (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, or (iii) any agreement between the First Lien Collateral Agent and the Borrower or any other Grantor to release the First Lien Collateral Agent’s Lien on any portion of the Collateral or to release any Loan Party from its obligations under its guaranty of the First Lien Obligations; 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, Liens or (y) releases any Guarantor Loan Party from its obligations under its guarantee guaranty of the First Lien Obligations Obligations, (in each case, a “First Lien Release”), other than any such Release granted following the Discharge of First Lien Obligations, ) then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, Collateral and the obligations of such Guarantor Loan Party under its guarantee guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously releasedreleased (the “Second Lien Release”), and each of the Second Lien Collateral Agent shallAgent, for itself and on behalf of the other Second Lien Secured Parties, Parties shall promptly execute and deliver to the First Lien Collateral Agent, Agent and the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such First Lien Release; provided thatprovided, however, that the Second Lien Release shall not occur without the consent of the Second Lien Collateral Agent in the case of a Disposition of Collateral release under clause (other than any iii) above, if such Disposition release (assuming such release was in connection with the enforcement or exercise of a Disposition) is prohibited by any rights or remedies with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms provision of the Second Lien Credit Agreement.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Shared Collateral permitted under the terms of the First Lien Loan Priority Debt Documents or (ii) the enforcement or exercise of any rights or remedies by any First Priority Secured Party with respect to the Shared Collateral, including any Disposition of Shared 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 any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such Shared Collateral, and or the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims, as applicable, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Priority Agent shall, upon written request, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor Company or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor Company or such Guarantor may reasonably request and provide to effectively confirm such Release, in each case, at the sole cost and expense of the Company or the applicable Guarantor; provided that, in the case of a Disposition of Shared Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral) or a Release of a Guarantor from its Notes Guarantee (as defined in the Second Priority Debt Agreement as in effect on the date hereof) (other than any such 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 or the applicable Notes Guarantee(s) shall not be so released if such Disposition or such Release is not permitted under the terms of the Second Lien Credit Priority Debt Agreement.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents 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 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 any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such CollateralCollateral (to the extent, and only to the extent, subject to the release pursuant to preceding clause (x)), and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims (to the extent, and only to the extent, to the release of the applicable Guarantor pursuant to preceding clause (y)), shall be automatically, unconditionally and simultaneously releasedreleased (subject to the receipt by the First Priority Agent of any applicable cash proceeds of any such Disposition or sums realized in enforcement or exercise of any rights or remedies with respect to the Second Priority Collateral and the application thereof in accordance with the terms of this Agreement), and the Second Lien Collateral Agent Supplier shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request and provide to effectively confirm such Release; provided that. For the avoidance of doubt, in the case all proceeds of a any Disposition of Collateral (or other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the CollateralCollateral received by any Secured Party shall be subject the to application of proceeds requirements of Section 4.01 and, until application in accordance therewith, each Secured Party agrees, subject to applicable law, to hold the same in express trust for such Secured Party (or Secured Parties) as are entitled thereto in accordance with the terms hereof. Until the Discharge of First Priority Claims occurs, any Supplier, for itself and on behalf of any other Second Priority Secured Party, hereby appoints the First Priority Agent, and any officer or agent of the First Priority Agent, with full power of substitution, as the attorney-in-fact of each Second Priority Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), the Second Priority Liens shall not be so released if such Disposition which appointment is not permitted under the terms of the Second Lien Credit Agreementirrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of both the First Lien Loan Documents and the Term Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the any Collateral, including any Disposition of such 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 any Guarantor from its obligations under its guarantee of the First Lien Obligations Liens on such Collateral (in each case, a “Release”), other than any such Release granted following in connection with the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then (A) the Second Priority Liens on such CollateralCollateral shall be automatically, unconditionally and simultaneously released (provided, in each case, that the obligations Second Priority Liens on such Collateral shall attach to the proceeds thereof, subject to the relative priorities set forth in Section 2.01) and (B) in the case of any such Disposition of all the Equity Interests of any US Grantor as a result of which such US Grantor ceases to be a Subsidiary, in the event the First Lien Subsidiary Guarantee of such Guarantor under its guarantee US Grantor shall have been released in connection therewith, the Term Subsidiary Guarantee of the Second Lien Obligations, such US Grantor shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other applicable Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, Agent or the relevant applicable US Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant applicable US Grantor or Guarantor may reasonably request to effectively confirm such 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 shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents other than pursuant to an Enforcement Action or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateralan Enforcement Action, the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Administrative Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, (i) in the case of a Disposition of Collateral (other than any such Disposition in connection with an Enforcement Action taken in connection with the enforcement or exercise of any rights or remedies First Lien Obligations with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit AgreementAgreement (other than solely as the result of the existence of a default or event of default under the Second Lien Loan Documents), and (ii) any proceeds received from such Disposition in connection with an Enforcement Action taken in connection with the First Lien Obligations with respect to the Collateral shall be applied by the First Lien Administrative Agent to the First Lien Obligations.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents 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 AgentRepresentative, for itself and on behalf of the other First Lien Secured Parties, (xA) releases any of the First Priority Liens, Liens on any Collateral or (yB) releases any Guarantor the Equity Interests in which are subject to such Disposition or such enforcement or exercise from its obligations under its guarantee of the First Lien Secured Obligations (in each case, a “Release”), other than any such Release granted following (except as a result of the enforcement or exercise of any rights or remedies pursuant to clause (ii) above) in connection with the Discharge of First Lien Loan Document Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Secured Obligations, shall be immediately, automatically, unconditionally and simultaneously released, and upon delivery to the Second Lien Representative of an Officer’s Certificate stating that any such Release in respect of the First Lien Secured Obligations has become effective (or shall become effective concurrently with such release of the Second Priority Liens on such Collateral Agent granted to the Second Lien Secured Parties and the Second Lien Representative or the release of the obligations of such Guarantor under its guarantee of the Second Lien Secured Obligations, as the case may be) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor or Guarantor, the Second Lien Representative shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral AgentRepresentative, the relevant Grantor or such Guarantor Guarantor, at the Borrower’s or the other Grantor’s or Guarantor’s sole cost and expense and without any representation or warranty, such termination statements, releases and other documents as the First Lien Collateral Agent Representative or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a any Disposition of Collateral, notwithstanding the release of the Second Priority Liens thereon, the Second Priority Liens shall attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.01 (and, for the avoidance of doubt, nothing in the foregoing shall be deemed to be a release of the Second Priority Liens on any such Proceeds, it being the express intent of the Second Lien Secured Parties that the Second Priority Liens attach to such Proceeds); provided further that (x) in the case of any Disposition of any Collateral (other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the Collateralsuch Collateral or pursuant to an Insolvency or Liquidation Proceeding), the Second Priority Liens on such Collateral shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit AgreementAgreement or such Disposition is to the Borrower or any of its Affiliates and (y) in the case of any Disposition of any Collateral, the Second Priority Liens shall not be so released without the consent of the Second Lien Representative unless the net cash Proceeds of such Disposition will be applied (if applicable, upon judicial approval of such application) to permanently repay or prepay (or otherwise reduce, in the case of a “credit bid”) (1) the First Lien Secured Obligations, it being understood that any such repayment or prepayment of principal of Capped First Lien Loan Document Obligations shall reduce the Maximum First Lien Principal Amount by an equal amount, or (2) any DIP Financing. In the case of any Disposition of any Collateral by the First Lien Representative (other than pursuant to any Insolvency or Liquidation Proceeding), the First Lien Representative (I) shall provide the Second Lien Representative with at least 10 Business Days’ prior written notice of such Disposition and (II) shall take reasonable care (as determined in the reasonable credit judgment of the First Lien Representative) to conduct such Disposition in a commercially reasonable manner (it being understood that the First Lien Representative shall have no obligation to postpone any such Disposition in order to achieve a higher price).

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateralan Enforcement Action, the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Secured Obligations (in each case, a “Release”), other than any such Release granted following after the occurrence of the Discharge of First Lien Non-Excluded Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Secured Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shallAgent, for itself and on behalf of the other Second Lien Secured Parties, shall promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor Guarantor, at such Grantor’s or Guarantor’s sole cost and expense, such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, in the case of a Disposition of Collateral (other than any proceeds received from such Disposition in connection with the enforcement or exercise of any rights or remedies an Enforcement Action with respect to the Collateral)Collateral shall be applied in accordance with the priorities set forth in Section 4.01 to reduce the First Lien Obligations and, if applicable, the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit AgreementObligations as set forth therein.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, (1) the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations or (2) the First Priority Liens are otherwise released as permitted by the First Lien Loan Documents (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations and the repayment in full, in cash, of Excess First Lien Obligations, then, subject to Section 3.04(b) and subject to the last sentence of this Section 3.04(a), the Second Priority Liens on such Collateral, and or the obligations of such Guarantor under its guarantee of the Second Lien Obligations, Obligations shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured PartiesParties (and at the cost and expense of the Borrower), promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request (in each case, at the relevant Grantor or Guarantor’s sole cost and expense) to effectively confirm such 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 shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement. The automatic release of the Second Priority Liens pursuant to the terms above shall be effective (A) 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), only if a Grantor has provided notice of such Disposition to the Second Lien Collateral Agent at least five days prior to effecting such Disposition (or such shorter time period acceptable to the Second Lien Collateral Agent in its sole discretion), and (B) in the case of a Disposition of Collateral in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral by the First Lien Administrative Agent, unless an Insolvency Proceeding has commenced and is continuing, only if the First Lien Administrative Agent has provided the prior notice required under the last sentence of Section 3.01(b) above (or such shorter time period acceptable to the Second Lien Collateral Agent in its sole discretion).

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents 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, Liens or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “"Release”"), other than any such Release granted following in connection with the Discharge of First Lien Obligations, then, subject to Section 3.04(b)paragraph (b) below, the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, the relevant applicable Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant applicable Grantor or Guarantor may reasonably request to effectively confirm such 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 shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents 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 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 any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such CollateralCollateral (to the extent, and only to the extent, subject to the Release pursuant to preceding clause (x)), and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims (to the extent, and only to the extent, to the Release of the applicable Guarantor pursuant to preceding clause (y)), shall be automatically, unconditionally and simultaneously releasedreleased (subject to the receipt by the First Priority Agent of any applicable cash proceeds of any such Disposition or sums realized in enforcement or exercise of any rights or remedies with respect to the Second Priority Collateral and the application thereof in accordance with the terms of this Agreement), and the Second Lien Collateral Agent Supplier shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request and provide to effectively confirm such Release; provided that. For the avoidance of doubt, in the case all proceeds of a any Disposition of Collateral (or other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the CollateralCollateral received by any Secured Party shall be subject to the application of proceeds requirements of Section 4.01 and, until application in accordance therewith, each Secured Party agrees, subject to applicable law, to hold the same in express trust for such Secured Party (or Secured Parties) as are entitled thereto in accordance with the terms hereof. Until the Discharge of First Priority Claims occurs, any Supplier, for itself and on behalf of any other Second Priority Secured Party, hereby appoints the First Priority Agent, and any officer or agent of the First Priority Agent, with full power of substitution, as the attorney-in-fact of each Second Priority Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), the Second Priority Liens shall not be so released if such Disposition which appointment is not permitted under the terms of the Second Lien Credit Agreementirrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents 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 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 any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such CollateralCollateral (to the extent, and only to the extent, subject to the release pursuant to preceding clause (x)), and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims (to the extent, and only to the extent, to the release of the applicable Guarantor pursuant to preceding clause (y)), shall be automatically, unconditionally and simultaneously releasedreleased (subject to the receipt by the First Priority Agent of any applicable cash proceeds of any such Disposition or sums realized in enforcement or exercise of any rights or remedies with respect to the Second Priority Collateral and the application thereof in accordance with the terms of this Agreement), and the Second Lien Collateral Agent ABDC shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request and provide to effectively confirm such Release; provided that. For the avoidance of doubt, in the case all proceeds of a any Disposition of Collateral (or other than any such Disposition in connection with the enforcement or exercise of any rights or remedies with respect to the CollateralCollateral received by any Secured Party shall be subject the to application of proceeds requirements of Section 4.01 and, until application in accordance therewith, each Secured Party agrees, subject to applicable law, to hold the same in express trust for such Secured Party (or Secured Parties) as are entitled thereto in accordance with the terms hereof. Until the Discharge of First Priority Claims occurs, any ABDC, for itself and on behalf of any other Second Priority Secured Party, hereby appoints the First Priority Agent, and any officer or agent of the First Priority Agent, with full power of substitution, as the attorney-in-fact of each Second Priority Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), the Second Priority Liens shall not be so released if such Disposition which appointment is not permitted under the terms of the Second Lien Credit Agreementirrevocable and coupled with an interest.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents 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 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 any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “"Release”"), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Priority Agent shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such 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 Release of a Guarantor from its Note Guarantee (as defined in the Second Priority Debt Agreement as in effect on the date hereof) (other than any such 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 or the applicable Note Guarantee(s) shall not be so released if such Disposition or such Release is not permitted under the terms of the Second Lien Credit AgreementPriority Debt Agreement .

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Transaction Documents (as such documents are in effect as of the date hereof, as they may be amended in accordance with the terms hereof or as otherwise agreed to by the Second Lien Required Lenders (including by means of an amendment of the First Lien Credit Agreement permitted hereunder)), (ii) a sale in the ordinary course pursuant to section 363 of the Bankruptcy Code, the entry of an order of a court of competent jurisdiction relating to a sale other than in the ordinary course pursuant to section 363 of the Bankruptcy Code, or in connection with the confirmation of a plan of reorganization or otherwise in any Insolvency or Liquidation Proceeding, or (iiiii) 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 any Guarantor from its obligations under its any guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following in connection with the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, Obligations shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shallis hereby directed to promptly execute and deliver, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver at the time of such Release, to the First Lien Collateral Agent, the relevant Grantor or and/or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or Agent, the relevant Grantor or and/or Guarantor may reasonably request to effectively confirm such 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 shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement.

Automatic Release of Second Priority Liens. (a) If, the First Priority Agent, for itself and on behalf of the other First Priority Secured Parties, (x) releases any of the First Priority Liens or (y) releases any Guarantor from its obligations under its guarantee of the First Priority Claims (in each case, a “Release”), in each case in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents, (ii) any Disposition of the Capital Stock in any Guarantor in a transaction permitted under the First Priority Debt Documents, or any transaction permitted under the terms of the First Priority Debt Documents that otherwise results in a Guarantor ceasing to guarantee all of the First Priority Claims, other than as a result of payment thereunder and provided that no Default has occurred and is continuing under the Second Priority Debt Agreement, or (iiiii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any Disposition of Collateral, the First Lien Collateral Agentother than, for itself and on behalf in each case of the other First Lien Secured Parties, foregoing clauses (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”i)-(iii), other than any such Release granted following in connection with the occurrence of the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Priority Agent shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor Companies or such Guarantor Guarantor, as the case may be, such termination statements, releases and other documents as the First Lien Collateral Agent Priority Agent, the Companies or such Guarantor, as the relevant Grantor or Guarantor case may be, may reasonably request to effectively confirm such 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 shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies an Enforcement Action with respect to the Collateral, including any Disposition of CollateralCollateral by way of foreclosure, deed-in-lieu or similar transaction, the First Lien Collateral Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Administrative Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Administrative Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, (i) in the case of a Disposition of Collateral or release of Guarantor (other than any such Disposition or release in connection with the enforcement or exercise of any rights or remedies with respect to the Collateralan Enforcement Action), the Second Priority Liens Lien release and the release of such Guarantor shall not be so released occur if such Disposition or release is not permitted under the terms of the Second Lien Credit Agreement, and (ii) any proceeds received from such Disposition or release in connection with an Enforcement Action shall be applied by the First Lien Administrative Agent to the First Lien Obligations and permanently reduce the credit exposure with respect to the First Lien Obligations. Until the Discharge of First Lien Obligations occurs, the Second Lien Administrative Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Administrative Agent, and any officer or agent of the First Lien Administrative Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest. Automatic Release of First Priority Liens. If, in connection with a sale of Collateral pursuant to an Enforcement Action after the expiration of the Standstill Period that is permitted in accordance with clause (B) of the second proviso to Section 3.02(a)(i), including any Disposition of Collateral, the Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, (x) releases any of the Second Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Second Lien Obligations (in each case, a “Second Lien Release”), then upon the closing of such sale the First Lien Administrative Agent shall, for itself and on behalf of the other First Lien Secured Parties, promptly execute and deliver to the Second Lien Administrative Agent such termination statements and releases as shall be reasonably requested by the Second Lien Administrative Agent to release the First Priority Liens on such Collateral and to release the obligations of such Guarantor under its guarantee of the First Lien Obligations; provided that so long as the Discharge of First Lien Obligations has not occurred, the proceeds of such sale shall be delivered to the First Lien Administrative Agent for the benefit of the First Lien Secured Parties, and any payments with respect to such Second Lien Release that are received by the Second Lien Administrative Agent or any other Second Lien Secured Party, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Administrative Agent for the benefit of the First Lien Secured Parties, in accordance with Section 4.02.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of both the First Lien Loan Documents and the Term Loan Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the any Collateral, including any Disposition of such 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 any Guarantor from its obligations under its guarantee of the First Lien Obligations Liens on such Collateral (in each case, a “Release”), other than any such Release granted following in connection with the Discharge of First Lien Obligations, then, subject to Section 3.04(b), then (A) the Second Priority Liens on such CollateralCollateral shall be automatically, unconditionally and simultaneously released (provided, in each case, that the obligations Second Priority Liens on such Collateral shall attach to the proceeds thereof, subject to the relative priorities set forth in Section 2.01) and (B) in the case of any such Disposition of all the Equity Interests of any US Grantor as a result of which such US Grantor ceases to be a Subsidiary, in the event the First Lien Subsidiary Guarantee of such Guarantor under its guarantee US Grantor shall have been released in connection therewith, the Term Subsidiary Guarantee of the Second Lien Obligations, such US Grantor shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other applicable Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, Agent or the relevant applicable US Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such 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 shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement.and

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents 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 any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such 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 shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral (other than as provided in clause (ii)) permitted under the terms of the Loan Documents the First Lien Loan Documents Administrative Agent (for itself and on behalf of the other First Lien Secured Parties) releases any of the First Priority Liens, other than any such release granted (A) in connection with the Discharge of First Lien Obligations or (B) after the occurrence and during the continuance of a Second Lien Event of Default, or (ii) the enforcement or exercise of any rights or remedies with respect to the CollateralCollateral during the existence of any First Lien Event of Default, including any Disposition Dispositions of the Collateral, the First Lien Collateral Agent, Administrative Agent (for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release release granted following (A) in connection with the Discharge of First Lien ObligationsObligations or (B) in connection with the foreclosure, sale, transfer or other disposition of all or substantially all of the Collateral, then, subject to Section 3.04(b)in each such case, the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, Collateral shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Administrative Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, Administrative Agent or the relevant Grantor or such Guarantor Loan Party such termination statements, releases and other documents as the First Lien Collateral Administrative Agent or the relevant Grantor or Guarantor such Loan Party may reasonably request to effectively confirm such Releaserelease; 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 shall not be so released if such Disposition is not otherwise permitted under Section 9.5; and provided, further, that if the terms Aggregate First Lien Exposure of all First Lien Facility Lenders shall be less than 30% of the sum of (I) the Aggregate First Lien Exposure of all First Lien Facility Lenders plus (II) the Aggregate Second Lien Exposure of all Second Lien Facility Lenders, any release of Second Priority Liens pursuant to clause (ii) above shall require the consent of Lenders representing in the aggregate more than 50% of the sum of (x) the Aggregate First Lien Exposure of all First Lien Facility Lenders plus (y) the Aggregate Second Lien Exposure of all Second Lien Facility Lenders. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Credit AgreementFacility Lenders and the Second Lien Administrative Agent (for itself and on behalf of each other Second Lien Secured Party), hereby appoints the First Lien Administrative Agent, and any officer or agent of the First Lien Administrative Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 14.3(c) and taking any action and executing any instrument that the First Lien Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 14.3(c) (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest; provided that unless the First Lien Secured Parties reasonably believe that they would be materially and adversely affected as a result thereof, the First Lien Administrative Agent will not be entitled to exercise such power of attorney to execute and deliver a release or other document or instrument of transfer unless the Second Lien Administrative Agent shall have been requested to execute and deliver such release or other document or instrument of transfer and shall not have done so within five (5) Business Days of its receipt of such request. This Section 14.3(c) shall also be applicable in connection with actions taken by the Administrative Agent with respect to Collateral held by it for the benefit of all Secured Parties, and shall permit the Administrative Agent to release Liens on such Collateral to the same extent as the Second Priority Liens on such Collateral would otherwise be required to be released by the Second Lien Administrative Agent if such Liens were granted directly to the Second Lien Administrative Agent.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents or (ii) the enforcement or exercise of any rights or remedies or other actions taken in connection with the First Lien Obligations with respect to the Collateral, including any Disposition of CollateralCollateral by way of foreclosure, deed-in-lieu or similar transaction, 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 any Guarantor from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted following the Discharge of First Lien Obligations, then, subject to Section 3.04(b), the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shallAgent, for itself and on behalf of the other Second Lien Secured Parties, shall promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, (i) 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 or other actions taken in connection with the First Lien Obligations with respect to the CollateralCollateral by way of foreclosure, deed-in-lieu or similar transaction), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Credit Agreement and (ii) any proceeds received from such Disposition in connection with the enforcement or exercise of any rights or remedies or other actions taken in connection with the First Lien Obligations with respect to the Collateral by way of foreclosure, deed-in-lieu or similar transaction shall be applied by the First Lien Agent to the First Lien Obligations and permanently reduce the Borrowing Base with respect to the First Lien Obligations to the extent required by the First Lien Credit Agreement.

Automatic Release of Second Priority Liens. (a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Priority Debt Documents and subject to Section 3.01(b) or (ii) subject to Section 3.01(b), 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 any Guarantor from its obligations under its guarantee of the First Lien Obligations Priority Claims (in each case, a “Release”"RELEASE"), other than any such Release granted following (and not as a condition to) the Discharge of First Lien ObligationsPriority Claims, then, subject to Section 3.04(b), then the Second Priority Liens on such CollateralCollateral (and any and all Liens that would have constituted Second Priority Liens but for the fact that they secure principal amounts in excess of the Maximum Second Priority Indebtedness Amount), and the obligations of such Guarantor under its guarantee of the Second Lien ObligationsPriority Claims, as applicable, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Priority Agent shall, for itself and on behalf of the other Second Lien Priority Secured Parties, promptly execute and deliver to the First Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request and provide to effectively confirm such Release; provided 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 Release of a Guarantor from its Guarantee (as defined in the Second Priority Debt Agreement as in effect on the date hereof) (other than any such Release in connection with the enforcement or exercise of any rights or remedies with respect to all of the Capital Interests of such Guarantor or all or substantially all of its assets), the Second Priority Liens or the applicable Guarantee(s) shall not be so released if such Disposition or such Release is not permitted under the terms of the Second Lien Credit AgreementPriority Debt Agreement .