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).

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.

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 [INTERCREDITOR AGREEMENT (ESCROW AGREEMENTS)] 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.