Common use of Automatic Release of Junior Liens Clause in Contracts

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any RBL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Collateral that results in the release by the Applicable First Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Lien Collateral Agent on such RBL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a).

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Parties agrees that in the event of a sale, transfer or other disposition of any RBL Priority Common Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL Priority Common Collateral that results in the release by the Applicable First Lien Agent of the Lien held by the Applicable First Lien Agent on such RBL Priority Common Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Second-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Second-Priority Lien Collateral Obligations Agent on such RBL Priority Common Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Second-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien Obligations, and the Liens on such remaining Proceeds securing the Second-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a).

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, SecondFirst-Priority Lien Obligations Representatives Representative and each other SecondFirst-Priority Lien Obligations Secured Parties Party agrees that that, in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien ABL Facility Collateral Agent of the Lien held by the Applicable First Lien ABL Facility Collateral Agent on such RBL ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the SecondFirst-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Secondthe Applicable First-Lien Collateral Agent on such RBL ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Secondholders of the First-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien ABL Obligations, and the Liens on such remaining Proceeds proceeds securing the SecondFirst-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a).

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, SecondFirst-Priority Lien Obligations Representatives Representative and each other SecondFirst-Priority Lien Obligations Secured Parties Party agrees that in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien ABL Facility Collateral Agent of the Lien held by the Applicable First Lien ABL Facility Collateral Agent on such RBL ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the SecondFirst-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each SecondFirst-Lien Collateral Agent on such RBL ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Secondholders of the First-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien ABL Obligations, and the Liens on such remaining Proceeds proceeds securing the SecondFirst-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a).

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, SecondFirst-Priority Lien Obligations Representatives Representative and each other SecondFirst-Priority Lien Obligations Secured Parties Party agrees that that, in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien ABL Facility Collateral Agent of the Lien held by the Applicable First Lien ABL Facility Collateral Agent on such RBL ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the SecondFirst-Priority Lien Obligations Documents at the time of such sale, transfer or other disposition), the Lien held by each Secondthe First-Lien Collateral Agent on such RBL ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Secondholders of the First-Priority Lien Obligations Secured Parties shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien ABL Obligations, and the Liens on such remaining Proceeds proceeds securing the SecondFirst-Priority Lien Obligations shall not be automatically released pursuant to this Section 2.05(a).

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, SecondNon-Priority Lien Obligations Representatives ABL Collateral Agent and each other SecondNon-Priority Lien Obligations ABL Secured Parties Party agrees that in the event of a sale, transfer or other disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien ABL Facility Agent of the Lien held by the Applicable First Lien each Non-ABL Collateral Agent on such RBL ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the SecondNon-Priority Lien Obligations ABL Documents at the time of such sale, transfer or other disposition), the Lien held by the First Lien/Second Lien Intercreditor Agent and each Secondother Non-Lien ABL Collateral Agent on such RBL ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Secondholders of the Non-Priority Lien ABL Obligations Secured Parties shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition under this clause (a) that remain after Discharge of the First-Priority Lien ABL Obligations, and the Liens on such remaining Proceeds proceeds securing the SecondNon-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(a).

Automatic Release of Junior Liens. (a) Each of the Applicable Second Lien Agent, SecondNon-Priority Lien Obligations Representatives ABL Collateral Agent and each other SecondNon-Priority Lien Obligations ABL Secured Parties Party agrees that in the event of a sale, transfer or other disposition Disposition of any RBL ABL Priority Collateral in connection with the foreclosure upon or other exercise of rights and remedies in connection with an enforcement action with respect to such RBL ABL Priority Collateral that results in the release by the Applicable First Lien ABL Facility Agent of the Lien held by the Applicable First Lien each Non-ABL Collateral Agent on such RBL ABL Priority Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the SecondNon-Priority Lien Obligations ABL Documents at the time of such sale, transfer or other dispositionDisposition), the Lien held by the Intercreditor Agent and each Secondother Non-Lien ABL Collateral Agent on such RBL ABL Priority Collateral shall be automatically released; provided that, notwithstanding the foregoing, all Secondholders of the Non-Priority Lien ABL Obligations Secured Parties shall be entitled to any Proceeds proceeds of a sale, transfer or other disposition Disposition under this clause (aSection 2.05(a) that remain after Discharge of the First-Priority Lien ABL Obligations, and the Liens on such remaining Proceeds proceeds securing the SecondNon-Priority Lien ABL Obligations shall not be automatically released pursuant to this Section 2.05(a).