Common use of Releases of Second Priority Lien Clause in Contracts

Releases of Second Priority Lien. (a) Upon any release, sale or 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 (and on any proceeds of such Common 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, provided that in connection with the repayment in full of the First Priority Obligations on the First Priority Obligations Payment Date and the release of the First Priority Liens in connection therewith, the Second Priority Liens shall be released only to the extent of the proceeds from the disposition of any portion of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have with respect to the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security Documents. (b) The Second Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall request to evidence any release of the Second Priority Lien described in paragraph (a). The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name of the Second Priority Representative or in the First Priority Representative’s own name, from time to time, in the First 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), provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon any release, sale or 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 that is expressly prohibited by the Second Priority Agreement as in effect on the date hereof (except to the extent more restrictive than the Second Priority Agreement) unless such sale or disposition is consummated (x) in connection with an Enforcement Action or (y) after the institution of any Enforcement ActionInsolvency Proceeding), (i) the Second Priority Lien on such Common Collateral (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Priority Secured PartiesObligations Payment Date occurs), (and in the case of any release, sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations, such Loan Party’s liability in respect of the Second Priority Obligations) shall be automatically and unconditionally released to the same extent as so released by the First Priority Secured Parties with no further consent or action of any Person, provided that and (ii) the Second Priority Creditors shall be deemed to have consented under the Second Priority Documents to such release, sale or disposition of such Common Collateral (and in connection with the repayment in full case of any release, sale or disposition of all or substantially all of the First equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations on the First Priority Obligations Payment Date and Obligations, the release of the First Priority Liens such Loan Party’s liability in connection therewith, respect of the Second Priority Liens shall be released only Obligations), and to have waived the provisions of the Second Priority Documents to the extent of the proceeds from the disposition of any portion of the Common Collateral applied necessary to permit such repayment and any related taxesrelease, transaction costs and other expenses incidental to such sale or disposition (and such Common Collateral itself)in the case of any release, and provided further sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that this provision shall not prejudice any rights that has guaranteed any Second Priority Secured Party shall have with Obligations, the release of such Loan Party’s liability in respect to of the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security DocumentsObligations). (b) The Upon delivery to each Second Priority Representative of a notice from the applicable First Priority Representative or the Borrower, which notice states that any release of Liens securing or supporting any First Priority Obligations has become effective (or shall become effective upon the satisfaction of any condition or occurrence of any event, including the release by each Second Priority Representative), each Second Priority Representative shall, at the sole cost of the Borrower, promptly execute and deliver such release documents and instruments and shall take such further actions as the any First Priority Representative shall reasonably request in writing to evidence any release of the Second Priority Lien described or any release of the applicable Loan Party guarantor of the Second Priority Obligations (which shall be subject to identical conditions or contingencies, if applicable), in each case as provided in paragraph (a)) of this Section 4.2. The Each Second Priority Representative hereby appoints the each First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name of the Second Priority Representative or in the such First Priority Representative’s own name, from time to time, in the such 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, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable), provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon If in connection with the exercise of the First Lien Representative’s rights and remedies in respect of the Collateral resulting from the occurrence of an event of default under the First Lien Documents, the First Lien Representative, for itself or on behalf of any of the First Lien Secured Parties, releases any of its Liens on any part of the Collateral or, in connection with a disposition of any Grantor pursuant to any such exercise of rights and remedies, releases any such Grantor from its obligations under its guarantee of the First Lien Obligations, then the Liens, if any, of the Second Lien Representative, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral, and the obligations of such Grantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. (b) If in connection with any release, sale or other disposition of Common any Collateral permitted pursuant to under the terms of the First Priority Lien 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 (and on any proceeds of such Common 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, provided that than in connection with the repayment in full exercise of the First Priority Obligations on Lien Representative’s rights and remedies in respect of the Collateral under the First Priority Obligations Payment Date and Lien Documents), the release First Lien Representative, for itself or on behalf of any of the First Priority Lien Secured Parties, releases any of its Liens on any part of the Collateral, or releases any Grantor from its obligations under its guarantee of the First Lien Obligations, in each case other than in connection with the Payment in Full of the First Lien Obligations, then the Liens, if any, of the Second Lien Representative, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral, or the obligations of such Grantor under its guarantee of the Second Lien Obligations, as the case may be, shall be automatically, unconditionally and simultaneously released (provided that such release of Liens in connection therewithfavor of the Second Lien Representative or guarantee in respect of the Second Lien Obligations is permitted under the Second Lien Documents). (c) Until the Payment in Full of the First Lien Obligations, the Second Priority Liens shall be released only to the extent Lien Representative, for itself and on behalf of the proceeds from Second Lien Secured Parties, hereby irrevocably constitutes and appoints the disposition of First Lien Representative and any portion officer or agent of the Common Collateral applied First Lien Representative, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Second Lien Representative or such holder or in the First Lien Representative’s own name, from time to such repayment time in the First Lien Representative’s discretion, for the purpose of carrying out the terms of this Section 4.02, to take any and all appropriate action and to execute any related taxesand all documents and instruments which may be necessary to accomplish the purposes of this Section 4.02, transaction costs and including any endorsements or other expenses incidental to such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have with respect to the Borrowers under the applicable Second Priority Documents independent instruments of any Second Priority Lien and the related Second Priority Security Documentstransfer or release. (bd) The Second Priority Representative Lien Representative, on behalf of itself and the other Second Lien Secured Parties, shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Lien Representative shall request to evidence any release of the Second Priority second-priority Lien described in paragraph (a). The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name of the Second Priority Representative or in the First Priority Representative’s own name, from time to time, in the First 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), provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a)4.02.

Releases of Second Priority Lien. (a) Upon any release, sale or 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 any that is expressly prohibited by the Second Priority Agreement as in effect on the date hereof unless such sale or disposition is consummated (x) in connection with an Enforcement Action, (y) after the institution of any Insolvency Proceeding or (z) by any Loan Party, with the consent of the First Priority Representative, after the occurrence and during the continuance of any Event of Default under, and as defined in, the First Priority Agreement), (i) the Second Priority Lien on such Common Collateral (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Priority Secured PartiesObligations Payment Date occurs), (and in the case of any release, sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations, such Loan Party’s liability in respect of the Second Priority Obligations) shall be automatically and unconditionally released with no further consent or action of any Person, provided that and (ii) the Second Priority Creditors shall be deemed to have consented under the Second Priority Documents to such release, sale or disposition of such Common Collateral (and in connection with the repayment in full case of any release, sale or disposition of all or substantially all of the First equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations on the First Priority Obligations Payment Date and Obligations, the release of the First Priority Liens such Loan Party’s liability in connection therewith, the Second Priority Liens shall be released only to the extent of the proceeds from the disposition of any portion of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have with respect to the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security Documents. (b) The Second Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall request to evidence any release of the Second Priority Lien described in paragraph (aObligations). The Second Priority Representative hereby appoints , and to have waived the First Priority Representative and any officer or duly authorized person of the First 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 provisions of the Second Priority Representative Documents to the extent necessary to permit such release, sale or disposition (and in the name case of any release, sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations, the release of such Loan Party’s liability in respect of the Second Priority Representative or in the First Priority Representative’s own name, from time to time, in the First 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), provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(aObligations).

Releases of Second Priority Lien. (a) Upon any release, sale or 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 that is expressly prohibited by the Second Priority Agreement as in effect on the date hereof (except to the extent more restrictive than the Second Priority Agreement) unless such sale or disposition is consummated (x) in connection with an Enforcement Action or (y) after the institution of any Enforcement ActionInsolvency Proceeding), (i) the Second Priority Lien on such Common Collateral (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Priority Secured PartiesObligations Payment Date occurs), (and in the case of any release, sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations, such Loan Party’s liability in respect of the Second Priority Obligations) shall be automatically and unconditionally released to the same extent as so released by the First Priority Secured Parties with no further consent or action of any Person, provided that and (ii) the Second Priority Creditors shall be deemed to have consented under the Second Priority Documents to such release, sale or disposition of such Common Collateral (and in connection with the repayment in full case of any release, sale or disposition of all or substantially all of the First equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations on the First Priority Obligations Payment Date and Obligations, the release of the First Priority Liens such Loan Party’s liability in connection therewith, respect of the Second Priority Liens shall be released only Obligations), and to have waived the provisions of the Second Priority Documents to the extent of the proceeds from the disposition of any portion of the Common Collateral applied necessary to permit such repayment and any related taxesrelease, transaction costs and other expenses incidental to such sale or disposition (and such Common Collateral itself)in the case of any release, and provided further sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that this provision shall not prejudice any rights that has guaranteed any Second Priority Secured Party shall have with Obligations, the release of such Loan Party’s liability in respect to of the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security DocumentsObligations). (b) The Upon delivery to each Second Priority Representative of a notice from the applicable First Priority Representative or the Parent Borrower, which notice states that any release of Liens securing or supporting any First Priority Obligations has become effective (or shall become effective upon the satisfaction of any condition or occurrence of any event, including the release by each Second Priority Representative), each Second Priority Representative shall, at the sole expense of the Borrowers, promptly execute and deliver such release documents and instruments and shall take such further actions as the any First Priority Representative shall reasonably request in writing to evidence any release of the Second Priority Lien described or any release of the applicable Loan Party guarantor of the Second Priority Obligations (which shall be subject to identical conditions or contingencies, if applicable), in each case as provided in paragraph (a)) of this Section 4.2. The Each Second Priority Representative hereby appoints the each First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name of the Second Priority Representative or in the such First Priority Representative’s own name, from time to time, in the such 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, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable), provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon (i) 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)) 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 (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Priority Secured PartiesObligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person, provided that in connection with the repayment in full of the First Priority Obligations on the First Priority Obligations Payment Date and the release of the First Priority Liens in connection therewitheach case, the Second Priority Liens shall be released only to the extent of the proceeds from the disposition of any portion of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have than with respect to an Enforcement Action, so long as such sale or other disposition or resulting release does not, or would not after the Borrowers passage of time, constitute an “Event of Default” under and as defined in the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security DocumentsIndenture. (b) The Second Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall reasonably request in writing to evidence any release of the Second Priority Lien described in paragraph (a)) of this Section 4.2. The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name of the Second Priority Representative or in the First Priority Representative’s own name, from time to time, in the 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, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable), provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon any release, sale or disposition of Common Collateral permitted pursuant to the terms of the First Lien 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 Lien Priority Agreements 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 (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Lien Priority Secured PartiesObligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person, provided that in connection with the repayment in full of the First Priority Obligations on the First Priority Obligations Payment Date and the release of the First Priority Liens in connection therewith, the Second Priority Liens shall be released only to the extent of the proceeds from the disposition of any portion of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have with respect to the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security Documents. (b) The Each Second Lien Priority Representative shall promptly execute and deliver such release documents and instruments instruments, in form and substance satisfactory to the Controlling First Lien Priority Representative, and shall take such further actions actions, at the sole cost and expense of the Loan Parties, as the Controlling First Lien Priority Representative shall reasonably request to evidence any release of the Second Priority Lien described in paragraph (a). The Each Second Lien Priority Representative hereby appoints the Controlling First Lien Priority Representative and any officer or duly authorized person of the Controlling First Lien 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 such Second Lien Priority Representative and in the name of the such Second Lien Priority Representative or in the such First Lien Priority Representative’s own name, from time to time, in the Controlling First Lien 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 such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon any release, sale or 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 any that is not permitted at such time under the Second Priority Documents, unless such sale or disposition is consummated in connection with an Enforcement Action), in each case other than in connection with the payment in full of the First Priority Obligations (other than Unasserted Contingent Obligations, Cash Management Obligations and Hedging Obligations), the Second Priority Lien on such Common Collateral (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Priority Secured PartiesObligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person; provided that, provided that in connection with the repayment in full of the First Priority Obligations on the First Priority Obligations Payment Date and the release of the First Priority Liens in connection therewith, the Second Priority Liens shall be released only to the extent of the proceeds from the disposition of any portion of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have Enforcement Action with respect to the Borrowers under Common Collateral, the applicable Second net proceeds resulting from such Enforcement Action is applied to repay the First Priority Documents independent of any Second Priority Lien and the related Second Priority Security DocumentsObligations. (b) The Second Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien described in paragraph (a). The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name of the Second Priority Representative or in the First Priority Representative’s own name, from time to time, in the 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 reasonably required 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 such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon any release, sale or 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 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 by the First Priority Secured Parties or after an “Event of Default” under and as defined in the First Priority Agreement with the consent of the First Priority Representative (prior to the First Priority Obligations Payment Date and provided that the proceeds of any Enforcement Actionsuch sale or disposition are applied in accordance with Section 4.1) or consummated after the institution of any Insolvency Proceeding that has been approved by a court of competent jurisdiction), the Second Priority Lien on such Common Collateral (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Priority Secured PartiesObligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person, provided that in connection with the repayment in full of Second Priority Lien shall attach to the proceeds (other than those properly applied to the First Priority Obligations on the First Priority Obligations Payment Date and the release of the First Priority Liens in connection therewith, the Second Priority Liens shall be released only to the extent of the proceeds from the disposition accordance with Section 4.1) of any portion of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself)so released, and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have with respect sold, or disposed of, subject to the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security Documentsrelative priorities set forth in this Agreement. (b) The Second Priority Representative shall promptly execute and deliver deliver, at the Company’s or the other Loan Parties’ sole cost and expense, such release documents and instruments and shall take such further actions as the First Priority Representative shall request in writing to evidence any release of the Second Priority Lien described in paragraph (a). The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name of the Second Priority Representative or in the First Priority Representative’s own name, from time to time, in the 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 such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon any release, sale or 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 any that is expressly prohibited by the Second Priority Agreement as in effect on the date hereof unless such sale or disposition is consummated (x) in connection with an Enforcement Action, (y) after the institution of any Insolvency Proceeding or (z) by any Loan Party, with the consent of the First Priority Representative, after the occurrence and during the continuance of any Event of Default under, and as defined in, the First Priority Agreement), (i) the Second Priority Lien on such Common Collateral (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Priority Secured PartiesObligations Payment Date occurs), (and in the case of any release, sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations, such Loan Party’s liability in respect of the Second Priority Obligations) shall be automatically and unconditionally released with no further consent or action of any Person, provided that and (ii) the Second Priority Creditors shall be deemed to have consented under the Second Priority Documents to such release, sale or disposition of such Common Collateral (and in connection with the repayment in full case of any release, sale or disposition of all or substantially all of the First equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations on the First Priority Obligations Payment Date and Obligations, the release of the First Priority Liens such Loan Party’s liability in connection therewith, respect of the Second Priority Liens shall be released only Obligations), and to have waived the provisions of the Second Priority Documents to the extent of the proceeds from the disposition of any portion of the Common Collateral applied necessary to permit such repayment and any related taxesrelease, transaction costs and other expenses incidental to such sale or disposition (and such Common Collateral itself)in the case of any release, and provided further sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that this provision shall not prejudice any rights that has guaranteed any Second Priority Secured Party shall have with Obligations, the release of such Loan Party’s liability in respect to of the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security DocumentsObligations). (b) The Second Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall request in writing to evidence any release of the Second Priority Lien described or any release of the applicable Loan Party guarantor of the Second Priority Obligations, in each case as provided in paragraph (a)) of this Section 4.2. The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name of the Second Priority Representative or in the First Priority Representative’s own name, from time to time, in the 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 such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon With respect to each Type of Common Collateral, upon (i) any release, substitution, sale or disposition of such 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 other than the release that is the result of the repayment in full of the First Priority Obligations secured by such First Priority Lien) or (ii) any sale or other disposition subordination of such First Priority Lien that is (A) permitted pursuant to any the terms of the First Priority Documents and not prohibited under the Second Priority Documents or (B) effected pursuant to an Enforcement Action), the Second Priority Lien on such Common Collateral (and but not on any proceeds of such Common Collateral not required to be paid to the First Priority Secured Parties) shall be automatically and unconditionally released or subordinated with no further consent or action of any Person. (b) With respect to each Type of Common Collateral, provided that in connection with the repayment in full of the First Priority Obligations on until the First Priority Obligations Payment Date and the release of the First Priority Liens in connection therewithDate, the Second Priority Liens shall be released only to the extent of the proceeds from the disposition of any portion of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have with respect to the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security Documents. (b) The Second Priority Representative shall promptly execute and deliver such release or subordination documents and instruments or and shall take such further actions as the First Priority Representative or any Grantor shall reasonably request to evidence any release or subordination of the Second Priority Lien described in paragraph (aSection 4.02(a). The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name Representative; provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments promptly (and in any event not more than two (2) business days) following a request from the First Priority Representative or a Grantor, and must be exercised in the First Priority Representative’s own name, from time to time, in the First Priority Representative’s sole reasonable discretion, solely for the purposes of carrying out the terms of this paragraphSection 4.02(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 4.02(a), 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), provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon any release, sale or disposition of Common Collateral which is either (i) permitted pursuant to the terms of the First Priority Documents or (ii) permitted or undertaken by or at the direction of, or with the consent or approval of, the First Priority Representative, the “Required Lenders” as defined in the First Priority Agreement or the First Priority Secured Parties pursuant to, in connection with or resulting from any Enforcement Action, in either case 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)Collateral, the Second Priority Lien on such Common Collateral (and but not on any proceeds of such Common 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; provided, provided however, that in connection with such Second Priority Lien on such Common Collateral shall not be so released (A) without the repayment in full written consent of the First Second Priority Obligations on Representative if the First Priority Obligations Payment Date and the has occurred in connection with such release of the First Priority Liens Lien thereon and such release of such Second Priority Lien is not required in order to accomplish such occurrence or (B) after the occurrence and during the continuation of a Material Event of Default except in the event of or in connection therewith, the Second Priority Liens shall be released only to the extent of the proceeds from the disposition of with an Enforcement Action by any portion of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second First Priority Secured Party (in the case of which exception this clause (B) in this proviso shall have with respect to the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security Documentsnot apply). (b) The Second Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall request to evidence any release of the Second Priority Lien described in paragraph (aSection 4.2(a). The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name of the Second Priority Representative or in the First Priority Representative’s own name, from time to time, in the 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 such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon any release, sale or 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 that is expressly prohibited by the Second Priority Agreement as in effect on the date hereof (except to the extent more restrictive than the Second Priority Agreement) unless such sale or disposition is consummated (x) in connection with an Enforcement Action or (y) after the institution of any Enforcement ActionInsolvency Proceeding), (i) the Second Priority Lien on such Common Collateral (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Priority Secured PartiesObligations Payment Date occurs), (and in the case of any release, sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations, such Loan Party’s liability in respect of the Second Priority Obligations) shall be automatically and unconditionally released to the same extent as so released by the First Priority Secured Parties with no further consent or action of any Person, provided that and (ii) the Second Priority Creditors shall be deemed to have consented under the Second Priority Documents to such release, sale or disposition of such Common Collateral (and in connection with the repayment in full case of any release, sale or disposition of all or substantially all of the First equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations on the First Priority Obligations Payment Date and Obligations, the release of the First Priority Liens such Loan Party’s liability in connection therewith, respect of the Second Priority Liens shall be released only Obligations), and to have waived the provisions of the Second Priority Documents to the extent of the proceeds from the disposition of any portion of the Common Collateral applied necessary to permit such repayment and any related taxesrelease, transaction costs and other expenses incidental to such sale or disposition (and such Common Collateral itself)in the case of any release, and provided further sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that this provision shall not prejudice any rights that has guaranteed any Second Priority Secured Party shall have with Obligations, the release of such Loan Party’s liability in respect to of the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security DocumentsObligations). (b) The Upon delivery to each Second Priority Representative of a notice from the applicable First Priority Representative or the Borrower, which notice states that any release of Liens securing or supporting any First Priority Obligations has become effective (or shall become effective upon the satisfaction of any condition or occurrence of any event, including the release by each Second Priority Representative), each Second Priority Representative shall, at the sole expense of the Borrower, promptly execute and deliver such release documents and instruments and shall take such further actions as the any First Priority Representative shall reasonably request in writing to evidence any release of the Second Priority Lien described or any release of the applicable Loan Party guarantor of the Second Priority Obligations (which shall be subject to identical conditions or contingencies, if applicable), in each case as provided in paragraph (a)) of this Section 4.2. The Each Second Priority Representative hereby appoints the each First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name of the Second Priority Representative or in the such First Priority Representative’s own name, from time to time, in the such 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, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable), provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) The First Lien Representative, on behalf of the First Lien Secured Parties, will have the exclusive right (subject to the provisions of the First Lien Credit Agreement) to make determinations regarding the release or disposition of any Collateral, without any consultation with, consent of or notice to the Second Lien Representative or any other Second Lien Secured Party. Upon (i) any release, sale or disposition of Common Collateral permitted pursuant to the terms of by the First Priority Documents Lien Representative or the First Lien Secured Parties that results in the release of the first-priority Lien in favor of the First Priority Lien Representative on any Common Collateral (including without limitation any sale or other disposition pursuant to any Enforcement Action)) or (ii) any release of any Guarantor from any or all of its obligations to guarantee the First Lien Obligations, the Second Priority second-priority Lien on such Common Collateral (and but not on any proceeds of such Common Collateral not required to be paid to the First Priority Lien Secured Parties) or the comparable obligations of such Guarantor to guarantee the Second Lien Obligations, as the case may be, shall be automatically and unconditionally released with no further consent or action of any Person, provided that in connection with . Notwithstanding the repayment in full of the First Priority Obligations on the First Priority Obligations Payment Date and the release of the First Priority Liens in connection therewithforegoing, the Second Priority Liens shall be released only to Lien Representative, on behalf of itself and the extent other Second Lien Secured Parties, agrees and acknowledges that any and all of the proceeds from the disposition Second Lien Collateral may be sold so long as (i) such sale is not a sale of any portion all or substantially all of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself)Second Lien Collateral, and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have with respect (ii) the proceeds of such sale are used to the Borrowers prepay loans outstanding under the applicable First Lien Credit Agreement or are otherwise used in a manner permitted under the First Lien Credit Agreement or, after all First Lien Obligations have been Paid in Full, used to prepay loans outstanding under the Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security DocumentsCredit Agreement. (b) The Second Priority Representative Lien Representative, on behalf of itself and the other Second Lien Secured Parties, shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Lien Representative shall request to evidence any release of the Second Priority second-priority Lien described in paragraph (a)) above. The Each of the Second Priority Lien Representative and each other Second Lien Secured Party hereby appoints the First Priority Lien Representative and any officer or duly authorized person of the First Priority Lien 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 Second Priority Representative Lien Secured Parties and in the name of the Second Priority Lien Representative or the Second Lien Secured Parties or in the First Priority Lien Representative’s 's own name, from time to time, in the First Priority Lien Representative’s '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), provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon any release, sale or disposition of Common Collateral permitted pursuant to the terms of the First Lien 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 prohibited by the Second Lien Priority Agreements 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 or (ii) any release in connection with any First Lien Priority Obligations Payment Date), the Second Priority Lien on such Common Collateral (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Lien Priority Secured PartiesObligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person, provided that in connection with the repayment in full of the First Priority Obligations on the First Priority Obligations Payment Date and the release of the First Priority Liens in connection therewith, the Second Priority Liens shall be released only to the extent of the proceeds from the disposition of any portion of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have with respect to the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security Documents. (b) The Each Second Lien Priority Representative shall promptly execute and deliver such release documents and instruments instruments, in form and substance satisfactory to the Controlling First Lien Priority Representative, and shall take such further actions actions, at the sole cost and expense of the Loan Parties, as the Controlling First Lien Priority Representative shall reasonably request in writing to evidence any release of the Second Priority Lien described in paragraph (aSection 4.2(a). The Each Second Lien Priority Representative hereby appoints the Controlling First Lien Priority Representative and any officer or duly authorized person of the Controlling First Lien 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 such Second Lien Priority Representative and in the name of the such Second Lien Priority Representative or in the such First Lien Priority Representative’s own name, from time to time, in the Controlling First Lien 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 such power of attorney may only be exercised if the . In no event shall any Second Lien Priority Representative has not executed and delivered such release documents and instruments in incur any liability as a timely manner following a request from result of any action taken by the Controlling First Lien Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Representative under this Section 4.2(a)4.2.

Releases of Second Priority Lien. (a) Upon The First Lien Representative, on behalf of the First Lien Secured Parties, will have the exclusive right (subject to the provisions of the Existing First Lien Credit Agreement and the provisions of Section 4.02 (b) below) to make determinations regarding the release or disposition of any Collateral, without any consultation with, consent of or notice to the Second Lien Representative or any Second Lien Secured Party. If in connection with the exercise of the First Lien Representative’s rights and remedies in respect of the Collateral provided for in Section 3.01, the First Lien Representative, for itself or on behalf of any of the First Lien Secured Parties, releases any of its Liens on any part of the Collateral or releases any Guarantor from its obligations under its guarantee of the First Lien Obligations, then the Liens, if any, of the Second Lien Representative, for itself or for the benefit of the Second Lien Secured Parties, on such part of the Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Representative, for itself or on behalf of any such Second Lien Secured Parties, promptly shall execute and deliver to the First Lien Representative or such Guarantor such termination statements, releases and other documents as the First Lien Representative or such Guarantor may request to effectively confirm such release, . (b) If in connection with any sale or disposition of Common Collateral permitted pursuant to under the terms of the First Priority Lien Loan Documents that results (as in effect on the release of the First Priority Lien on any Common Collateral (including without limitation any sale or other disposition pursuant to any Enforcement Action), date hereof) and the Second Priority Lien Note Documents (as in effect on such Common Collateral the date hereof) (and on any proceeds of such Common 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, provided that other than in connection with the repayment in full exercise of the First Priority Obligations on Lien Representative’s rights and remedies in respect of the Collateral provided for in Section 3.01), the First Priority Obligations Payment Date and the release Lien Representative, for itself or on behalf of any of the First Priority Lien Secured Parties, releases any of its Liens on any part of the Collateral, or releases any Guarantor from its obligations under its guarantee of the First Lien Obligations, in each case other than (i) in connection therewith, with the Payment in Full of the First Lien Obligations and (ii) after the occurrence and during the continuance of any Event of Default under the Second Priority Liens Lien Credit Agreement, then the Liens, if any, of the Second Lien Representative, for itself or for the benefit of the Second Lien Secured Parties, on such part of the Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be released only automatically, unconditionally and simultaneously released. The Second Lien Representative, for itself or on behalf of any such Second Lien Secured Parties, promptly shall execute and deliver to the extent of the proceeds from the disposition of any portion of the Common Collateral applied to First Lien Representative or such repayment and any related taxesGuarantor such termination statements, transaction costs releases and other expenses incidental documents as the First Lien Representative or such Guarantor may request to effectively confirm such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have with respect to the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security Documentsrelease. (bc) The Second Priority Representative Lien Representative, on behalf of itself and the other Second Lien Secured Parties, shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Lien Representative shall request to evidence any release of the Second Priority second-priority Lien described in paragraph paragraphs (a)) and (b) above. The Second Priority Lien Representative and each other Second Lien Secured Party hereby appoints the First Priority Lien Representative and any officer or duly authorized person of the First Priority Lien 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 Second Priority Representative Lien Secured Parties and in the name of the Second Priority Lien Representative or the Second Lien Secured Parties or in the First Priority Lien Representative’s ’ own name, from time to time, in the First Priority Lien 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), provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon any release, sale or 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 and in the case of any such release, sale or disposition of all or substantially all of the equity interests of any Loan Party (other than the Borrower) that has guaranteed any First Priority Obligations, the guaranty of such Loan Party (other than the Borrower) (and, if all or substantially all of the equity interests of any of its Subsidiaries constituting Common Collateral are, directly or indirectly, released, sold or disposed of, such Subsidiaries) in respect of the First Priority Obligations (excluding any sale or other disposition that is not permitted by the Second Priority Agreement as in effect on the date hereof unless such sale or disposition is consummated (i) in connection with an Enforcement Action, (ii) pursuant to Section 363 of the Bankruptcy Code (or any Enforcement Actioncomparable provision of any other applicable Debtor Relief Law) after the institution of any Insolvency Proceeding or (iii) by any Loan Party, with the consent of the First Priority Representative, after the occurrence and during the continuance of any Event of Default under, and as defined in, the First Priority Agreement as in effect on the date hereof), (A) the Second Priority Lien on such Common Collateral (and on excluding any proceeds of such Common Collateral), (and in the case of any such release, sale or disposition of all or substantially all of the equity interests of any Loan Party (other than the Borrower) that has guaranteed any Second Priority Obligations, the guaranty of such Loan Party (other than the Borrower) (and, if all or substantially all of the equity interests of any of its Subsidiaries constituting Common Collateral not required to be paid to are, directly or indirectly, released, sold or disposed of, such Subsidiaries) in respect of the First Second Priority Secured Parties) Obligations, shall be automatically and unconditionally released with no further consent or action of any Person, provided that in connection with the repayment in full of the First Priority Obligations on the First Priority Obligations Payment Date and the release of the First Priority Liens in connection therewith, (B) the Second Priority Liens Secured Parties shall be released only deemed to have consented under the Second Priority Documents to such release, sale or disposition of such Common Collateral, (and in the case of any such release, sale or disposition of all or substantially all of the equity interests of any Loan Party (other than the Borrower) that has guaranteed any Second Priority Obligations, the guaranty of such Loan Party (other than the Borrower) (and, if all or substantially all of the equity interests of any of its Subsidiaries constituting Common Collateral are, directly or indirectly, released, sold or disposed of, such Subsidiaries) in respect of the Second Priority Obligations, and to have waived the provisions of the Second Priority Documents to the extent of the proceeds from the disposition of any portion of the Common Collateral applied necessary to permit such repayment and any related taxesrelease, transaction costs and other expenses incidental to such sale or disposition (and in the case of any release, sale or disposition of all or substantially all of the equity interests of any Loan Party (other than the Borrower) that has guaranteed any Second Priority Obligations, the guaranty of such Loan Party (other than the Borrower) (and, if all or substantially all of the equity interests of any of its Subsidiaries are, directly or indirectly, released, sold or disposed of, such Subsidiaries) in respect of the Second Priority Obligations; provided that the proceeds of such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have are applied in accordance with respect to the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security DocumentsSection 5.1. (ba) The Second Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall reasonably request in writing to evidence any release of the Second Priority Lien described or any release of the applicable Loan Party guarantor of its guaranty of the Second Priority Obligations, in each case as provided in paragraph (a)) of this Section 5.2. The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name of the Second Priority Representative or in the First Priority Representative’s own name, from time to time, in the First Priority Representative’s sole discretion, for the purposes of carrying out the terms of this paragraphSection 5.2, 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 5.2, 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). (b) In the case of any release, provided sale or disposition of Common Collateral permitted pursuant to the terms of the First Priority Documents that results in (i) the release of the First Priority Lien on any Common Collateral and/or the release of any guaranty of the First Priority Obligations and (ii) pursuant to Section 5.2(a), the release of any Second Priority Lien on such power Common Collateral and/or the release of attorney may only be exercised if any guaranty of the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from Obligations, the First Priority Representative, and must be exercised Representative shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(aRepresentative shall have no obligation to postpone any such disposal in order to achieve a higher price).

Releases of Second Priority Lien. (a) Upon (i) 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) 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 (in each case other than any release of Common Collateral from the Lien under the First Priority Security Documents made following or in connection with the indefeasible payment in cash in full (or cash collateralization or defeasance in accordance with the terms of the First Priority Documents or receipt of other consideration acceptable to the First Priority Secured Parties) of the First Priority Obligations, the terminations of all commitments to extend credit under the First Priority Documents (including any obligations replacing, renewing or refinancing any previously existing First Priority Obligations) and any outstanding letters of credit or similar instruments issued under the First Priority Documents (other than such as have been cash collateralized or defeased in accordance with the terms of the First Priority Security Documents)), the Second Priority Lien on such Common Collateral (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Priority Secured PartiesObligations Payment Date occurs) shall be automatically and unconditionally released released, as and when, but only to the extent such First Priority Liens on such Common Collateral are released, with no further consent or action of any Person, provided that in connection with the repayment in full of the First Priority Obligations on the First Priority Obligations Payment Date and the release of the First Priority Liens in connection therewith, the Second Priority Liens shall be released only to the extent of the proceeds from the disposition of any portion of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have with respect to the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security Documents. (b) The Second Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative (or, with the consent of the First Priority Representative, the Company) shall request to evidence any release of the Second Priority Lien described in paragraph (a). The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative and in the name of the Second Priority Representative or in the First Priority Representative’s own name, from time to time, in the 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, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable), provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon any release, sale or 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 that is expressly prohibited by the Second Priority Agreement as in effect on the date hereof (or as amended to the extent that any corresponding amendment is made to any comparable First Priority Document) unless such sale or disposition is consummated in connection with an Enforcement ActionAction or consummated after the institution of any Insolvency Proceeding), the Second Priority Lien on such Common Collateral (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Priority Secured PartiesObligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person, provided that in connection with the repayment in full of the First Priority Obligations on the First Priority Obligations Payment Date and the release of the First Priority Liens in connection therewith, the Second Priority Liens shall be released only to the extent of the proceeds from the disposition of any portion of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have with respect to the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security Documents. (b) The Second Priority Representative Secured Party shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall request to evidence any release of the Second Priority Lien described in paragraph (a). The Second Priority Representative Secured Party hereby appoints the First Priority Representative and any officer or duly authorized person of the First 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 Second Priority Representative Secured Party and in the name of the Second Priority Representative Secured Party or in the First Priority Representative’s own name, from time to time, in the 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 such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a).

Releases of Second Priority Lien. (a) Upon any release, sale or 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 that is expressly prohibited by the Second Priority Agreement as in effect on the date hereof (except to the extent more restrictive than the Second Priority Agreement) unless such sale or disposition is consummated (x) in connection with an Enforcement Action or (y) after the institution of any Enforcement ActionInsolvency Proceeding), (i) the Second Priority Lien on such Common Collateral (and on excluding any portion of the proceeds of such Common Collateral not required to be paid to remaining after the First Priority Secured PartiesObligations Payment Date occurs), (and in the case of any release, sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations, such Loan Party’s liability in respect of the Second Priority Obligations) shall be automatically and unconditionally released to the same extent as so released by the First Priority Secured Parties with no further consent or action of any Person, provided that and (ii) the Second Priority Creditors shall be deemed to have consented under the Second Priority Documents to such release, sale or disposition of such Common Collateral (and in connection with the repayment in full case of any release, sale or disposition of all or substantially all of the First equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations on the First Priority Obligations Payment Date and Obligations, the release of the First Priority Liens such Loan Party’s liability in connection therewith, the Second Priority Liens shall be released only to the extent of the proceeds from the disposition of any portion of the Common Collateral applied to such repayment and any related taxes, transaction costs and other expenses incidental to such disposition (and such Common Collateral itself), and provided further that this provision shall not prejudice any rights that any Second Priority Secured Party shall have with respect to the Borrowers under the applicable Second Priority Documents independent of any Second Priority Lien and the related Second Priority Security Documents. (b) The Second Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall request to evidence any release of the Second Priority Lien described in paragraph (aObligations). The Second Priority Representative hereby appoints , and to have waived the First Priority Representative and any officer or duly authorized person of the First 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 provisions of the Second Priority Representative Documents to the extent necessary to permit such release, sale or disposition (and in the name case of any release, sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that has guaranteed any Second Priority Obligations, the release of such Loan Party’s liability in respect of the Second Priority Representative or in the First Priority Representative’s own name, from time to time, in the First 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), provided that such power of attorney may only be exercised if the Second Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(aObligations).