Common use of Releases of Junior Liens Clause in Contracts

Releases of Junior Liens. (a) If, in connection with (i) any disposition of any Collateral permitted under the terms of the First Lien Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any disposition of any Collateral or (iii) an Insolvency Proceeding and the entry of an order by the bankruptcy court authorizing any disposition of any Collateral, the First Lien Agent, for itself and on behalf of the other First Lien Creditors, (x) releases any of the Liens securing First Lien Obligations, 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 First Lien Discharge Date, then the Liens securing the Second Lien Obligations on such Collateral, and the obligations of such guarantor under its guarantee, will be automatically, unconditionally and simultaneously released; provided that, (x) in the case of a disposition of Collateral in accordance with clause (i) above (or a Release of a guarantor from its guarantee in connection therewith), the Liens securing Second Lien Obligations may not be so Released and such guarantor may not be so Released if such disposition or such Release of such guarantor from its guarantee is not permitted under the terms of the Second Lien Documents and (y) in the case of a disposition of Collateral in accordance with clauses (ii) or (iii) above, the Liens securing Second Lien Obligations may not be so Released if the proceeds of such disposition are not applied to repay the First Lien Obligations and permanently reduce any commitments thereunder by a corresponding amount in accordance with Section 4.1(a). The Second Lien Trustee and Collateral Agent will be entitled to receive and rely on opinions of counsel and officers’ certificates provided by the Loan Parties stating that all conditions precedent to such Release have been satisfied in accordance with Section 4.1(a). (b) The Second Lien Trustee and the Second Lien Creditors shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Lien Agent shall reasonably request to evidence any release of the Junior Liens or the guaranty described in paragraph (a). The Second Lien Trustee, for itself and on behalf of Second Lien Creditors, hereby appoints the First Lien Agent and any officer or duly authorized person of the First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Lien Trustee and in the name of the Second Lien Trustee or in the First Lien Agent’s own name, from time to time, in the First Lien Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purpose of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Notwithstanding anything herein to the contrary, no provision of this Section 4.2(b) shall have any effect on the obligations of any Loan Party under the Second Lien Documents with respect to any such release of such Collateral.

Releases of Junior Liens. (a) If, in connection with (i) any disposition of any Collateral permitted under the terms of any of the First Senior Lien Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any disposition of any Collateral or (iii) an Insolvency Proceeding and the entry of an order by the bankruptcy court authorizing any disposition of any Collateral, the First Lien AgentSenior Agents, for itself themselves individually and on behalf of the other First Lien Creditors, (x) their Senior Creditors releases any of the Liens securing First Lien Obligations, or (y) releases any guarantor from its obligations under its guarantee of the First Senior Lien Obligations (in each case, a “Release”), other than any such Release granted following the First Senior Lien Discharge Date, then the Liens securing the Second Junior Lien Obligations on such Collateral, and the obligations of such guarantor under its guarantee, Collateral will be automatically, unconditionally and simultaneously released; provided that, (x) in the case of a disposition of Collateral in accordance with clause (i) above (or a Release of a guarantor from its guarantee in connection therewith)above, the Liens securing Second Junior Lien Obligations may not be so Released and such guarantor may not be so Released if such disposition or such Release of such guarantor from its guarantee is not permitted under the terms of the Second Junior Lien Documents and (y) in the case of a disposition of Collateral in accordance with clauses (ii) or (iii) above, the Liens securing Second Junior Lien Obligations may not be so Released if the proceeds of such disposition are not applied to repay the First Senior Lien Obligations and permanently reduce any commitments thereunder by a corresponding amount in accordance with Section 4.1(a). The Second Lien Notes Trustee and the Notes Collateral Agent will be entitled to receive and rely on opinions of counsel and officers’ certificates provided by the Loan Parties stating that all conditions precedent to such Release have been satisfied satisfied. Notwithstanding anything in accordance with this Section 4.1(a)4.2(a) to the contrary, until the Facility/Swap Discharge Date has occurred, the use of the term “Senior Agent” in this Section 4.2(a) shall only refer to the Facility/Swap Agent. (b) The Second Lien Trustee and the Second Lien Creditors Junior Creditor shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Lien Agent Senior Agents shall reasonably request to evidence any release of the Junior Liens or the guaranty described in paragraph (a). The Second Lien Trustee, for itself and on behalf of Second Lien Creditors, Junior Creditor hereby appoints the First Lien Agent Senior Agents and any officer or duly authorized person of the First Senior Lien AgentAgents, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Lien Trustee Junior Creditor and in the name of the Second Lien Trustee Junior Creditor or in the First Lien applicable Senior Agent’s own name, from time to time, in the First Lien Senior Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purpose of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Notwithstanding anything herein to the contrary, no provision of this Section 4.2(b) shall have any effect on the obligations of any Loan Party under the Second Junior Lien Documents with respect to any such release of such Collateral. Notwithstanding anything in this Section 4.2(b) to the contrary, until the Facility/Swap Discharge Date has occurred, the use of the term “Senior Agent” in this Section 4.2(b) shall only refer to the Facility/Swap Agent.

Releases of Junior Liens. (a) If, in connection with (i) any disposition of any Collateral permitted under the terms of the First Lien Documents or (ii) the enforcement or exercise of any rights or remedies with respect to the Collateral, including any disposition of any Collateral or (iii) an Insolvency Proceeding and the entry of an order by the bankruptcy court authorizing any disposition of any Collateral, the First Lien Agent, for itself and on behalf of the other First Lien Creditors, (x) Creditor releases any of the Liens affecting the Collateral securing First Lien Obligations, 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 First Lien Discharge Date, then the Liens securing the Second Lien Obligations on such Collateral, and the obligations of such guarantor under its guarantee, Collateral will be automatically, unconditionally and simultaneously released; provided that, (x) in the case of a disposition of Collateral in accordance with clause (i) above (or a Release of a guarantor from its guarantee in connection therewith)above, the Liens affecting the Collateral securing Second Lien Obligations may not be so Released and such guarantor may not be so Released if such disposition or such Release of such guarantor from its guarantee is not permitted under the terms of the Second Lien Documents and (y) in the case of a disposition of Collateral in accordance with clauses (ii) or (iii) above, the Liens securing Second Lien Obligations may not be so Released if the proceeds of such disposition are not applied to repay the First Lien Obligations and permanently reduce any commitments thereunder by a corresponding amount in accordance with Section 4.1(a). The Second Lien Trustee and Collateral Agent will be entitled to receive and rely on opinions of counsel and officers’ certificates provided by the Loan Parties stating that all conditions precedent to such Release have been satisfied in accordance with Section 4.1(a)Obligations. (b) The Second Lien Trustee Agent and the Second Lien Creditors shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Lien Agent Creditor shall reasonably request to evidence any release of the Junior Liens or the guaranty described in paragraph (a). The Second Lien TrusteeAgent, for itself and on behalf of Second Lien Creditors, hereby appoints the First Lien Agent Creditor and any officer or duly authorized person of the First Lien AgentCreditor, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Lien Trustee Agent and in the name of the Second Lien Trustee Agent or in the First Lien AgentCreditor’s own name, from time to time, in the First Lien AgentCreditor’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purpose of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Notwithstanding anything herein to the contrary, no provision of this Section 4.2(b) shall have any effect on the obligations of any Loan Party under the Second Lien Documents with respect to any such release of such Collateral.

Releases of Junior Liens. (a) IfUpon any release, in connection with (i) any sale, or disposition of Credit Agreement Primary Collateral pursuant to an Enforcement Action under any Collateral permitted under Credit Agreement Documents that results in the terms of the First Lien Documents or (ii) the enforcement or exercise release of any rights Credit Agreement Representative’s Lien on any Credit Agreement Primary Collateral (including without limitation any sale or remedies with respect other disposition pursuant to the Collateral, including any disposition of any Collateral or (iii) an Insolvency Proceeding and the entry of an order by the bankruptcy court authorizing any disposition of any Collateral, the First Lien Agent, for itself and on behalf of the other First Lien Creditors, (x) releases any of the Liens securing First Lien Obligations, 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 First Lien Discharge Date, then the Liens securing the Second Lien Obligations on such Collateral, and the obligations of such guarantor under its guarantee, will be automatically, unconditionally and simultaneously released; provided that, (x) in the case of a disposition of Collateral in accordance with clause (i) above (or a Release of a guarantor from its guarantee in connection therewithEnforcement Action), the Liens securing Second Secured Counterparties’ and Sowood’s Lien Obligations may on such Collateral (but not be so Released and such guarantor may not be so Released if such disposition or such Release of such guarantor from its guarantee is not permitted under the terms of the Second Lien Documents and (y) in the case of a disposition of Collateral in accordance with clauses (ii) or (iii) above, the Liens securing Second Lien Obligations may not be so Released if the on any proceeds of such disposition are Collateral not applied required to repay be paid to the First Lien Obligations Credit Agreement Secured Parties) shall be automatically and permanently reduce unconditionally released with no further consent or action of any commitments thereunder by a corresponding amount in accordance with Section 4.1(a). The Second Lien Trustee and Collateral Agent will be entitled to receive and rely on opinions of counsel and officers’ certificates provided by the Loan Parties stating that all conditions precedent to such Release have been satisfied in accordance with Section 4.1(a)Person. (b) The Second Upon any release, sale, or disposition of Secured Counterparty Primary Collateral pursuant to an Enforcement Action under any Secured Counterparty’s Secured Counterparty Documents that results in the release of such Secured Counterparty’s Lien Trustee on such Secured Counterparty Primary Collateral (including without limitation any sale or other disposition pursuant to any Enforcement Action), the Credit Agreement Secured Parties’, each other Secured Counterparty’s, and Sowood’s Lien on such Collateral (but not on any proceeds of such Collateral not required to be paid to the Second Lien Creditors Secured Counterparties) shall be automatically and unconditionally released with no further consent or action of any Person. (c) Each Credit Agreement Representative, each Secured Counterparty, and Sowood shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Lien Agent applicable Credit Agreement Representative or the applicable Secured Counterparty shall reasonably request to evidence any release of the Junior Liens or the guaranty Lien described in paragraph preceding paragraphs (a) and (b). The Second Lien Trustee, for itself and on behalf of Second Lien Creditors, hereby appoints the First Lien Agent and any officer or duly authorized person of the First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Lien Trustee and in the name of the Second Lien Trustee or in the First Lien Agent’s own name, from time to time, in the First Lien Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purpose of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). Notwithstanding anything herein to the contrary, no provision of this Section 4.2(b) shall have any effect on the obligations of any Loan Party under the Second Lien Documents with respect to any such release of such Collateralapplicable.