Common use of Releases of Second Priority Lien Clause in Contracts

Releases of Second Priority Lien. (a) Upon any sale or other disposition of Common Collateral that results in the release of the First Priority Lien on any Common Collateral (including, without limitation, any sale or other disposition pursuant to any Enforcement Action), the Second Priority Lien on such Common Collateral shall be automatically released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Agent shall reasonably request to evidence any release of the Second Priority Lien described in paragraph (a). The Subordinated Holder Representative hereby appoints the Senior Agent and any officer or duly authorized person of the Senior 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 Subordinated Holder Representative and in the name of the Subordinated Holder Representative or in the Senior Agent’s own name, from time to time, in the 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 purposes 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).

Releases of Second Priority Lien. (a) Upon any release, sale or other disposition of Common Collateral permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on any Common Collateral (including, without limitation, any sale or other disposition pursuant to any Enforcement Action), the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that , unless, in the Liens case of any such release, sale or disposition of the parties shall attach in Common Collateral (other than pursuant to any Enforcement Action), such release of the same priority as contemplated by this Agreement to Second Priority Lien would not then be permitted under the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1Existing Second Priority Agreement. (b) The Subordinated Holder Second Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Agent First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien described in paragraph (a). The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, 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 Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraphSection 4.2, 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 purposes of this paragraphSection 4.2, 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).

Releases of Second Priority Lien. (a) Upon any release, sale or other disposition of Common Collateral permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on any Common Collateral (including, without limitation, excluding any sale or other disposition pursuant to that is expressly prohibited by the Second Priority Agreement as in effect on the date hereof unless such sale or disposition is consummated in connection with an Enforcement Action or consummated after the institution of any Enforcement ActionInsolvency Proceeding), the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Second Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Agent First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien described in paragraph (a). The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, 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 Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’s sole reasonable discretion, for the purposes of carrying out the terms of this paragraphSection 4.2, 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 purposes of this paragraphSection 4.2, 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).

Releases of Second Priority Lien. (a) Upon any release, sale or other disposition of Common Collateral permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on any Common Collateral (including, without limitation, excluding (i) any sale or other disposition pursuant to that is expressly prohibited by the Second Priority Agreement unless such sale or disposition is consummated in connection with an Enforcement Action or consummated after the institution of any Enforcement ActionInsolvency Proceeding and (ii) the release of all First Priority Liens after the occurrence of the First Priority Obligations Payment Date), the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge , except that the Liens of First Priority Creditor shall have notified the parties shall attach in the same priority as contemplated by this Agreement to the proceeds Second Priority Representative of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1release. (b) The Subordinated Holder Second Priority Representative and shall, upon the Subordinated Holders shall authorize and/or direction of the required holders of the Second Lien Notes, promptly execute and deliver such release documents and instruments at the expense of the Company and shall take such further actions as the Senior Agent First Priority Creditor shall reasonably request to evidence any release release, without representation, warranty or recourse, express or implied, of the Second Priority Lien described in paragraph (a)) at the expense of the Company. The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Creditor and any officer or duly authorized person of the Senior AgentFirst Priority Creditor, 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 Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Creditor’s own name, from time to time, in the Senior AgentFirst Priority Creditor’s sole discretion, for the purposes of carrying out the terms of this paragraphSection 4.2, 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 purposes of this paragraphSection 4.2, 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).

Releases of Second Priority Lien. (a) Upon any release, sale or other disposition of Common Collateral that results in the release of the First Priority Lien on any Common Collateral and (including, without limitation, any sale or other disposition i) is permitted pursuant to the terms of the Second Priority Documents, (ii) results from any Enforcement Action)Action taken by the First Priority Secured Parties or (iii) occurs pursuant to a sale under Section 363 of the Bankruptcy Code, the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Second Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions farther actions, at the expense of the Borrower, as the Senior Agent First Priority Representative shall reasonably request in writing to evidence any release of the Second Priority Lien described in paragraph (a). The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power of attorney in the place and stead of the Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’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 purposes 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).

Releases of Second Priority Lien. (a) Upon (i) any sale or other disposition of any Common Collateral permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on any such Common Collateral (including, without limitation, including any sale or other disposition pursuant to any Enforcement Action)) or (ii) any other release of Common Collateral from the Lien under the First Priority Security Documents that is permitted pursuant to the terms of the First Priority Documents, the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the Discharge of the First Priority Obligations occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties Second Priority Representative shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Agent First Priority Representative shall reasonably request in writing to evidence any release of the Second Priority Lien described in this paragraph (a)) of this Section 4.2. The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, 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 Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraphSection 4.2, 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 purposes of this paragraphSection 4.2, including, without limitation, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Releases of Second Priority Lien. (a) Upon any release, sale or other disposition of Common Collateral (other than in connection with the occurrence of the First Priority Obligations Payment Date) permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on any Common Collateral (including, without limitation, excluding any sale or other disposition pursuant to that is not permitted by the Second Priority Documents unless such sale or disposition is consummated in connection with an Enforcement Action or consummated after the institution of an Insolvency Proceeding in respect of any Enforcement ActionLoan Party), the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Second Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Agent First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien described in paragraph (a). The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, 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 Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraphSection 4.2, 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 purposes of this paragraphSection 4.2, 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).

Releases of Second Priority Lien. (a) Upon any release, sale or other disposition of Common Collateral permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on any Common Collateral (including, without limitation, excluding (i) any sale or other disposition pursuant to that is expressly prohibited by the Second Priority Agreement as in effect on the date hereof unless such sale or disposition is consummated in connection with an Enforcement Action or consummated after the institution of any Enforcement ActionInsolvency Proceeding and (ii) the release of all First Priority Liens in connection with the payment in full of all First Priority Obligations), the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Second Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments (which shall be prepared by the First Priority Representative) at the expense of the Borrower and shall take such further actions as the Senior Agent First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien described in paragraph (a). The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, 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 Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraphSection 4.2, 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 purposes of this paragraphSection 4.2, 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).

Releases of Second Priority Lien. (a) Upon any release, sale or other disposition of Common Collateral permitted pursuant to the terms of the First Priority Documents (including, without limitation, pursuant to an amendment, waiver or consent of any First Priority Document) that results in the release of the First Priority Lien on any Common Collateral (including, including without limitation, limitation any sale or other disposition pursuant to any Enforcement Action), the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Second Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Agent First Priority Representative or the Borrower shall reasonably request in writing to evidence any release of the Second Priority Lien described in paragraph (a) (and the Second Priority Representative shall be entitled to conclusively rely on any such written request). The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, 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 Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior Agent’s First Priority Representative's own name, from time to time, in the Senior Agent’s First Priority Representative's sole discretion, for the purposes of carrying out the terms of this paragraphSection 4.2, 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 purposes of this paragraphSection 4.2, 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); provided that, following the taking of any such action, the First Priority Representative will use reasonable efforts to give written notice thereof to the Second Priority Representative (but the failure to give such notice shall not affect the validity and effectiveness of such action).

Releases of Second Priority Lien. (a) Upon any release, sale or other disposition of all or any portion of the Common Collateral permitted pursuant to the terms of the First Priority Documents (including pursuant to any waiver, consent, amendment or other modifications thereto) that results in the release of the First Priority Lien on any Common Collateral (including, without limitation, any sale or other disposition pursuant to any Enforcement Actionexcluding the release of all First Priority Liens in connection with the payment in full of all First Priority Obligations), the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Second Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments (which shall be prepared by the First Priority Representative) at the expense of the Borrower and shall take such further actions as the Senior Agent First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien described in paragraph (a). The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, 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 Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraphSection 4.2, 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 purposes of this paragraphSection 4.2, 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).

Releases of Second Priority Lien. (a) Upon any release, sale or other disposition of Common Collateral (x) permitted pursuant to the terms of the First Priority Documents and the Second Priority Documents that results in the release of the First Priority Lien on any Common Collateral or (including, without limitation, any sale or other disposition y) pursuant to any Enforcement Action), the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs and other than in connection with a First Priority Obligations Payment Date) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Second Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Agent First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien Xxxx described in paragraph (a). The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, 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 Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraphSection 4.2(a), 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 purposes of this paragraphSection 4.2(a), 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).

Releases of Second Priority Lien. (a) Upon any release, sale or other disposition of Common Collateral permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on any Common Collateral (including, including without limitation, limitation any sale or other disposition pursuant to any Enforcement Action), the Second Priority Lien on such Common Collateral (but not on any proceeds of such Collateral not required to be paid to the First Priority Secured Parties) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Representative and the Subordinated Holders Second Lien Term Loan Agent shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior First Priority Representative or any First Priority Agent shall reasonably request to evidence any release of the Second Priority Lien described in paragraph clause (a). The Subordinated Holder Representative Second Lien Term Loan Agent hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, 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 Subordinated Holder Representative Second Lien Term Loan Agent and in the name of the Subordinated Holder Representative Second Lien Term Loan Agent or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’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 purposes 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).

Releases of Second Priority Lien. (a) Upon Until the First Priority Obligations Payment Date has occurred, upon any release, sale or other disposition of Common Collateral permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on any Common Collateral (including, including without limitation, limitation any sale or other disposition pursuant to any Enforcement Action), the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Second Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Agent First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien described in paragraph (a). The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, 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 Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraphSection 4.2, 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 purposes of this paragraphSection 4.2, 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).

Releases of Second Priority Lien. (a) Upon any sale release, sale, or other disposition of Common Collateral permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on any Common Collateral (including, without limitation, excluding any sale or other disposition pursuant to that is expressly prohibited by the PPC Credit Agreement unless such sale or disposition is consummated in connection with an Enforcement Action or consummated after the institution of any Enforcement ActionInsolvency Proceeding), the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral not applied to the repayment of the First Priority Obligations or remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Second Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Agent First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien described in paragraph (a). The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, 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 Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraphSection 4.2, 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 purposes of this paragraphSection 4.2, including, without limitation, any financing statements, endorsements, assignments, releases releases, or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Releases of Second Priority Lien. (a) Upon (i) any sale or other disposition of Common Collateral permitted pursuant to the terms of the First-Priority Documents that results in the release of the First First-Priority Lien on any Common Collateral (including, without limitation, including any sale or other disposition pursuant to any Enforcement Action)) or (ii) any other release of Common Collateral from the Lien under the First-Priority Security Documents that is permitted pursuant to the terms of the First-Priority Documents, the Second Second-Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First-Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Second-Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Agent First-Priority Representative shall reasonably request to evidence any release of the Second Second-Priority Lien described in paragraph (a)) of this Section 4.2. The Subordinated Holder Second-Priority Representative hereby appoints the Senior Agent First-Priority Representative and any officer or duly authorized person of the Senior AgentFirst-Priority Representative, 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 Subordinated Holder Second-Priority Representative and in the name of the Subordinated Holder Second-Priority Representative or in the Senior AgentFirst-Priority Representative’s own name, from time to time, in the Senior AgentFirst-Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraphSection 4.2, 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 purposes of this paragraphSection 4.2, including, without limitation, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Releases of Second Priority Lien. (a) Upon (i) any sale or other disposition of Common Collateral permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on any Common Collateral (including, without limitation, including any sale or other disposition pursuant to any Enforcement Action)) or (ii) any other release of Common Collateral from the Lien under the First Priority Security Documents that is permitted pursuant to the terms of the First Priority Documents, the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Lien Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Second Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Agent First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien described in paragraph (a)) of this Section 4.2. The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, 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 Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraphSection 4.2, 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 purposes of this paragraphSection 4.2, including, without limitation, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Releases of Second Priority Lien. (a) Upon any release, sale or other disposition of Common Collateral that results in the release of the First Priority Lien on any Common Collateral and (including, without limitation, any sale or other disposition i) is permitted pursuant to the terms of the Second Priority Documents, (ii) results from any Enforcement Action)Action taken by the First Priority Secured Parties or (iii) occurs pursuant to a sale under section 363 of the Bankruptcy Code, the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. The parties acknowledge that the Liens of the parties shall attach in the same priority as contemplated by this Agreement to the proceeds of such sale or other disposition in accordance with applicable law and that any such proceeds realized from an Enforcement Action shall be applied in accordance with the terms of Section 5.1. (b) The Subordinated Holder Second Priority Representative and the Subordinated Holders shall authorize and/or promptly execute and deliver such release documents and instruments and shall take such further actions actions, at the expense of the Borrower, as the Senior Agent First Priority Representative shall reasonably request in writing to evidence any release of the Second Priority Lien described in paragraph (a). The Subordinated Holder Second Priority Representative hereby appoints the Senior Agent First Priority Representative and any officer or duly authorized person of the Senior AgentFirst Priority Representative, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power of attorney in the place and stead of the Subordinated Holder Second Priority Representative and in the name of the Subordinated Holder Second Priority Representative or in the Senior AgentFirst Priority Representative’s own name, from time to time, in the Senior AgentFirst Priority Representative’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 purposes 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).