Common use of Releases of Security Interests Clause in Contracts

Releases of Security Interests. While any Event of Default has occurred and is continuing under the Series B Note Documents: (a) Series A Holders will cooperate and provide any necessary or appropriate releases with respect to the Collateral to permit an Enforcement Action by Series B Administrative Holder, free and clear of Series A Holders’ Lien. (b) In the event of a sale or other disposition of Collateral by a Note Party in accordance with the terms of the Series B Note Documents or, if required under the Series B Note Documents, with the consent of Series B Holders, if such Series B Holders are releasing their first priority Lien in connection therewith, the Lien of Series A Holders on such Collateral automatically shall be released and discharged to the extent the Lien of Series B Holders on such Collateral is released and discharged, and Series A Administrative Holder shall promptly execute and deliver any releases or other documents requested by Series B Administrative Holder to evidence such release and discharge; provided that the Liens of Secured Parties in such Collateral shall attach to the Proceeds of such sale or other disposition, and the provisions of this Agreement shall be otherwise applicable to such Proceeds (including any provisions with respect to priority of Liens in such Proceeds, or application thereof to the Claims of Secured Parties). (c) Until the Series B Claims are Paid in Full, Series A Administrative Holder, for itself and on behalf of Series A Holders, hereby irrevocably constitutes and appoints Series B Administrative Holder and any officer or agent of Series B Administrative Holder, 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 Series A Administrative Holder or such holder or in Series B Administrative Holder’s own name, from time to time in Series B Administrative Holder’s discretion, for the purpose of carrying out the terms of this Section 2.7, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 2.7, including any endorsements or other instruments of transfer or release. (d) In connection with any Enforcement Action, Series A Holders agree that Series B Holders may release or refrain from enforcing Series A Holders’ Lien in the Collateral, or permit the use or consumption of such Collateral by a Note Party free of such Series A Holders’ Lien, in each case to the same extent that Series B Holders release, refrain from enforcing or permit the use or consumption of such Collateral by a Note Party free of their own Lien, without incurring any liability to Series A Holders.

Releases of Security Interests. While any Event of Default has occurred and is continuing under the Series B Note Documents: (a) Series A Holders Second Lien Secured Parties will cooperate and provide any necessary or appropriate releases with respect to the Collateral to permit an Enforcement Action by Series B Administrative HolderFirst Lien Collateral Agent or any receiver appointed by or at the request of First Lien Secured Parties (or any of them), free and clear of Series A HoldersSecond Lien Secured Parties’ Lien. (b) In the event of a sale or other disposition of Collateral by a Note Party Debtor in accordance with the terms of the Series B Note Documents or, if required under Indenture and the Series B Note First Lien Loan Documents, with the consent of Series B HoldersFirst Lien Secured Parties or any sale described in Section 5(e), if such Series B Holders First Lien Secured Parties are releasing their first priority Lien in connection therewith, the Lien of Series A Holders Second Lien Secured Parties on such Collateral automatically shall be automatically released and discharged discharged, with no further action or consent by any Second Lien Secured Party, to the extent the Lien of Series B Holders First Lien Secured Parties on such Collateral is released and discharged, and Series A Administrative Holder each Second Lien Collateral Agent shall promptly execute and deliver any releases or other documents reasonably requested by Series B Administrative Holder First Lien Collateral Agent to evidence such release and dischargedischarge at the sole cost and expense of the Debtors; provided that the Liens of Secured Parties in such Collateral shall attach to the Proceeds of such sale or other disposition, and the provisions of this Agreement shall be otherwise applicable to such Proceeds (including any provisions with respect to priority of Liens in such Proceeds, or application thereof to the Claims of Secured Parties). (c) Until the Series B First Lien Claims are Paid in Full, Series A Administrative Holdereach Second Lien Collateral Agent, for itself and on behalf of Series A HoldersSecond Lien Secured Parties, hereby irrevocably constitutes and appoints Series B Administrative Holder First Lien Collateral Agent and any officer or agent of Series B Administrative HolderFirst Lien Collateral Agent, 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 Series A Administrative Holder such Second Lien Collateral Agent or such holder or in Series B Administrative HolderFirst Lien Collateral Agent’s own name, from time to time in Series B Administrative HolderFirst Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 2.79, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 2.79, including any endorsements or other instruments of transfer or release. This appointment is coupled with an interest, shall survive an Insolvency or Liquidation Proceeding (or the commencement thereof), and is irrevocable until the First Lien Claims are Paid in Full. (d) In connection with any Enforcement Action, Series A Holders Second Lien Secured Parties agree that Series B Holders First Lien Secured Parties may release or refrain from enforcing Series A HoldersSecond Lien Secured Parties’ Lien in the Collateral, or permit the use or consumption of such Collateral by a Note Party Debtor free of such Series A HoldersSecond Lien Secured Parties’ Lien, or, subject to the limitations set forth in Section 9(b), above, release the Second Lien Secured Parties’ Lien on the Collateral, in each case to the same extent that Series B Holders release, First Lien Secured Parties refrain from enforcing or their own Lien, permit the use or consumption of such Collateral by a Note Party Debtor free of their own Lien, or release their own Lien, without incurring any liability to Series A HoldersSecond Lien Secured Parties.