Common use of Release of Collateral Upon Permitted Collateral Sale Clause in Contracts

Release of Collateral Upon Permitted Collateral Sale. The Second Lien Agent, on behalf of the Second Lien Creditors, shall at any time in connection with any Permitted Collateral Sale: (a) upon the written request of the First Lien Agent with respect to the Collateral subject to such Permitted Collateral Sale and at Holdings’ expense, release or otherwise terminate its Liens on such Collateral (and/or, in the case of a Permitted Collateral Sale consisting of the sale or disposition of all or substantially all of the equity interests of any Guarantor, release such Guarantor from its obligations under the relevant Documents), (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the First Lien Agent shall reasonably require in order to release and/or terminate such Second Lien Agent’s Liens on the Collateral (or release such Guarantor) subject to such Permitted Collateral Sale; provided that if the closing of the Disposition of the Collateral is not consummated within 60 days from the proposed closing date or any agreement governing such Permitted Collateral Sale is terminated by any of the parties thereto, the First Lien Agent shall promptly return all Release Documents to the Second Lien Agent and (c) be deemed to have consented under the Second Lien Documents to such Permitted Collateral Sale free and clear of the Second Lien Agent’s security interest (it being understood that the Second Lien Agent shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Collateral) and to have waived the provisions of the Second Lien Documents to the extent necessary to permit such transaction. If, in connection with a Permitted Collateral Sale, First Lien Agent intends to file a termination statement that has the effect of terminating any financing statement which has been filed by Second Lien Agent (and which is not part of the Release Documents), First Lien Agent will provide Second Lien Agent at least 2 Business Days notice of the filing of such termination statement.

Release of Collateral Upon Permitted Collateral Sale. The Second Lien Agent, on behalf of the Second Lien Creditors, shall at any time in connection with any Permitted Collateral Sale: (a) upon the written request of the First Lien Agent with respect to the Collateral subject to such Permitted Collateral Sale and at Holdings’ expenseSale, release or otherwise terminate its Liens on such Collateral (and/or, in the case of a Permitted Collateral Sale consisting of the sale or disposition of all or substantially all of the equity interests or assets of any Guarantor, release such Guarantor from its obligations under the relevant Documents), ; (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the First Lien Agent shall reasonably require in order to release and/or terminate such Second Lien Agent’s Liens on the Collateral (or release such Guarantor) subject to such Permitted Collateral Sale; provided that if the closing of the Disposition of the Collateral is not consummated within 60 days from the proposed closing date or any agreement governing such Permitted Collateral Sale is terminated by any of the parties thereto, the First Lien Agent shall shall, upon the Second Lien Agent’s request, promptly return all Release Documents to the Second Lien Agent Agent; and (c) be deemed to have consented under the Second Lien Documents to such Permitted Collateral Sale free and clear of the Second Lien Agent’s security interest (it being understood that the Second Lien Agent shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Collateral) and to have waived the provisions of the Second Lien Documents to the extent necessary to permit such transaction. If, in connection with a Permitted Collateral Sale, First Lien Agent intends to file a termination statement that has the effect of terminating any financing statement which has been filed by Second Lien Agent (and which is not part of the Release Documents), First Lien Agent will provide Second Lien Agent at least 2 Business Days notice of the filing of such termination statement.

Release of Collateral Upon Permitted Collateral Sale. The Second Lien Agent, on behalf of the Second Lien Creditors, shall at any time in connection with any Permitted Collateral Sale: (a) upon the written request of the First Lien Agent Agents with respect to the Collateral subject to such Permitted Collateral Sale and at Holdings’ expenseSale, release or otherwise terminate its Liens on such Collateral (and/or, in the case of a Permitted Collateral Sale consisting of the sale or disposition of all or substantially all of the equity interests or assets of any GuarantorObligor, release such Guarantor Obligor from its obligations under the relevant Documents), (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “"Release Documents”") and take such further actions as the First Lien Agent Agents shall reasonably require in order to release and/or terminate such Second Lien Agent’s 's Liens on the Collateral (or release such GuarantorObligor) subject to such Permitted Collateral SaleSale (the First Lien Agents acknowledge and agree that the Release Documents relating to the Second Lien Agent's Lien on any such Collateral shall not be filed or recorded unless and until the Release Documents relating to the First Lien Agents' Lien on such Collateral are filed or recorded); provided that if the closing of the Disposition of the Collateral is not consummated within 60 30 days from the proposed closing date or any agreement governing such Permitted Collateral Sale is terminated by any of the parties thereto, the First Lien Agent Agents shall promptly return all Release Documents to the Second Lien Agent and (c) be deemed to have consented under the Second Lien Documents to such Permitted Collateral Sale free and clear of the Second Lien Agent’s 's security interest (it being understood that the Second Lien Agent shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Collateral) and to have waived the provisions of the Second Lien Documents to the extent necessary to permit such transaction. If, in connection with a Permitted Collateral Sale, First Lien Agent intends to file a termination statement that has the effect of terminating any financing statement which has been filed by Second Lien Agent (and which is not part of the Release Documents), First Lien Agent will provide Second Lien Agent at least 2 Business Days notice of the filing of such termination statement.

Release of Collateral Upon Permitted Collateral Sale. The Applicable Second Lien Agent, on behalf of the Second Lien Creditors, Agent shall at any time in connection with any Permitted Collateral Sale: (ai) upon the written request of the Applicable First Lien Agent with respect to the Collateral subject to such Permitted Collateral Sale and at Holdings’ expenseSale, release or otherwise terminate its Liens on such Collateral (and/orincluding, in without limitation, a release of any Obligor on a guaranty to the case of a extent such Permitted Collateral Sale consisting consists of the a sale or disposition of all or substantially all of the equity interests securities of any Guarantor, release such Guarantor from its obligations under Obligor which have been pledged to secure the relevant DocumentsFirst Lien Obligations), ; and (bii) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, guarantee releases, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Applicable First Lien Agent shall reasonably require in order to release and/or terminate (or evidence the same) such Second Lien Agent’s Liens on the Collateral (or release such Guarantor) subject to such Permitted Collateral Sale; provided that if the closing of the Disposition sale or disposition of the Collateral is not consummated within 60 days from the proposed closing date or any agreement governing such Permitted Collateral Sale is terminated by any of the parties theretoconsummated, the Applicable First Lien Agent shall promptly return all Release Documents to the Applicable Second Lien Agent. Notwithstanding the foregoing, the Applicable Second Lien Agent and (c) be deemed to have consented under the Second Lien Documents to such Permitted Collateral Sale free and clear of the Second Lien Agent’s security interest (it being understood that the Second Lien Agent shall stillCreditors shall, subject to the terms of this Agreement, have a security interest with respect retain their rights to the proceeds of such Collateral) and any Collateral subject to have waived the provisions of the Second Lien Documents to the extent necessary to permit such transaction. If, in connection with a Permitted Collateral Sale, . The foregoing provisions shall not diminish or otherwise affect the provisions of Section 6.13 of each of the First Lien Agent intends to file a termination statement that has the effect of terminating any financing statement which has been filed by Loan Security Agreement and Second Lien Agent (Loan Security Agreement and which is not part any comparable provision of the Release Documents), any First Lien Agent will provide Collateral Document or Second Lien Agent at least 2 Business Days notice of the filing of such termination statementCollateral Document.

Release of Collateral Upon Permitted Collateral Sale. The Subject to the rights of the Second Lien Creditors and Third Lien Creditors to raise objections on any basis that an unsecured creditor could raise solely in its capacity as an unsecured creditor, the Second Lien Agent, on behalf of the Second Lien Creditors, and the Third Lien Agent, on behalf of the Third Lien Creditors, shall at any time in connection with any Permitted Collateral Sale: (a) upon the written request of the First Lien Agent (or, after the First Lien Termination Date, the Second Lien Agent) with respect to the Collateral subject to such Permitted Collateral Sale and at Holdings’ expenseSale, release or otherwise terminate its Liens on such Collateral (and/or, in the case of a Permitted Collateral Sale consisting of the sale or disposition of all or substantially all of the equity interests or assets of any Guarantorguarantor of any of the Obligations, release such Guarantor guarantor from its obligations under the relevant Documents), (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the First Lien Agent (or, after the First Lien Termination Date, the Second Lien Agent) shall reasonably require in order to release and/or terminate such Second Lien Agent’s and Third Lien Agent's Liens on the Collateral (or release such Guarantorguarantor) subject to such Permitted Collateral Sale; provided that if the closing of the Disposition of the Collateral is not consummated within 60 days from the proposed closing date or any agreement governing such Permitted Collateral Sale is terminated by any of the parties thereto, the First Lien Agent shall (or, after the First Lien Termination Date, the Second Lien Agent) shall, upon the Second Lien Agent’s and Third Lien Agent's request, promptly return all Release Documents to the Second Lien Agent and Third Lien Agent, as applicable, and (c) be deemed to have consented under the Second Lien Documents and Third Lien Document to such Permitted Collateral Sale free and clear of the Second Lien Agent’s and Third Lien Agent's security interest (it being understood that the Second Lien Agent and Third Lien Agent shall still, subject to the terms of this Agreement, have a security interest with respect to the proceeds of such Collateral) and to have waived the provisions of the Second Lien Documents and Third Lien Documents to the extent necessary to permit such transaction. If, in connection with a Permitted Collateral Sale, First Lien Agent intends to file a termination statement transaction but not have waived any Event of Default that has might otherwise arise under the effect of terminating any financing statement which has been filed by Second Lien Agent (and which is not part of Documents or the Release Documents), First Third Lien Agent will provide Second Lien Agent at least 2 Business Days notice of the filing Documents as a result of such termination statementtransaction.