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 (excluding any sale or other disposition 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 Insolvency Proceeding), (i) 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 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, 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 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, the release of such Loan Party’s liability in respect of the Second Priority Obligations), and to have waived the provisions of the Second Priority Documents to the extent necessary to permit such release, sale or disposition (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, the release of such Loan Party’s liability in respect of the Second Priority Obligations).

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 (excluding any sale or other disposition 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 Action, (y) after the institution of any Insolvency ProceedingProceeding 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 (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations 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, 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 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, the release of such Loan Party’s liability in respect of the Second Priority Obligations), and to have waived the provisions of the Second Priority Documents to the extent necessary to permit such release, sale or disposition (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, the release of such Loan Party’s liability in respect of the Second Priority Obligations).

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 (excluding including without limitation any sale or other disposition that is expressly prohibited by the Second Priority Agreement as in effect on the date hereof (except pursuant to the extent more restrictive than the Second Priority Agreementany Enforcement Action) unless such sale or disposition is consummated (x) in connection with an Enforcement Action or (yii) after the institution any release of any Insolvency Proceeding)Guarantor from any or all of its obligations to guarantee the First Lien Obligations, (i) the Second Priority second-priority Lien on such Common Collateral (excluding but not on any portion of the proceeds of such Common Collateral remaining after not required to be paid to the First Priority Obligations Payment Date occurs)Lien Secured Parties) or the comparable obligations of such Guarantor to guarantee the Second Lien Obligations, (and in as the case of any releasemay be, 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. Notwithstanding the foregoing, and (ii) the Second Priority Creditors shall be deemed to have consented under Lien Representative, on behalf of itself and the other Second Lien Secured Parties, agrees and acknowledges that any and all of the Second Priority Documents to Lien Collateral may be sold so long as (i) such release, sale or disposition of such Common Collateral (and in the case of any release, is not a sale or disposition of all or substantially all of the equity interests or assets of any Loan Party that has guaranteed any Second Priority ObligationsLien Collateral, and (ii) the release proceeds of such Loan Party’s liability sale are used to prepay loans outstanding under the First Lien Credit Agreement or are otherwise used in respect of 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 Obligations), and to have waived the provisions of the Second Priority Documents to the extent necessary to permit such release, sale or disposition (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, the release of such Loan Party’s liability in respect of the Second Priority Obligations)Lien Credit Agreement.

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 (excluding any sale or other disposition 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 Insolvency Proceeding), (i) 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 in the case of any such release, sale or disposition of all or substantially all of the equity interests or assets 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 comparable 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 (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’s liability 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) , 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, and (iiB) the Second Priority Creditors Secured Parties shall be deemed to have consented under the Second Priority Documents to such release, sale or disposition of such Common Collateral Collateral, (and in the case of any such release, sale or disposition of all or substantially all of the equity interests or assets of any Loan Party (other than the Borrower) that has guaranteed any Second Priority Obligations, the release guaranty of such Loan Party’s liability 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 necessary to permit such release, sale or disposition (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 (other than the Borrower) that has guaranteed any Second Priority Obligations, the release guaranty of such Loan Party’s liability 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 are applied in accordance with Section 5.1.