Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree to the following with respect to releases of Liens: (1) in the event of any Disposition permitted under the Senior Documents and not expressly prohibited under the terms of the Junior Documents of any Senior Secured Obligations Collateral subject to any Junior Lien (other than in connection with (x) the exercise of remedies by the Senior Representative in respect of such Senior Secured Obligations Collateral, (y) the Payment in Full of the Senior Secured Obligations, or (z) after the occurrence and during the continuance of any Event of Default under any Senior Document or Junior Document), such Junior Lien on such Collateral shall automatically, unconditionally and simultaneously be released if the applicable Senior Liens on such Collateral are released; and (2) notwithstanding the foregoing or anything else to the contrary in this Agreement, in the event of any Disposition that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Senior Secured Obligations Collateral subject to any Junior Lien, such Junior Lien on such Collateral shall automatically, unconditionally and simultaneously be released if the applicable Senior Liens on such Collateral are released (except with respect to any proceeds of such Disposition that remain after Payment in Full of the Senior Secured Obligations). (b) The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.), General Intercreditor Agreement (Euramax International, Inc.), Abl Intercreditor Agreement (CVR Energy Inc)
Automatic Release of Junior Liens. (a) The Junior Representative and each other Junior Secured Obligations Secured Party agree to the following with respect to releases of Liens: (1) in the event of any Disposition permitted under the Senior Documents and not expressly prohibited under the terms of the Junior Documents of any Senior Secured Obligations Collateral subject to agrees that any Junior Lien (other than in connection with (x) the exercise of remedies by the Senior Representative in respect of such Senior Secured Obligations Collateral, (y) the Payment in Full of the Senior Secured Obligations, or (z) after the occurrence and during the continuance of any Event of Default under on any Senior Document or Junior Document), such Junior Lien on such Obligations Collateral shall automatically, unconditionally terminate and simultaneously be released automatically and without further action if the applicable Senior Liens on such Senior Obligations Collateral are released; released and such release (2a) notwithstanding is in connection with the foregoing sale, transfer or anything else other disposition of such Senior Obligations Collateral subject to such Junior Lien, so long as such sale, transfer or other disposition is then permitted by the contrary in this AgreementJunior Documents, in the event of any Disposition that (b) occurs in connection with the foreclosure of, upon or other exercise of rights and remedies with respect to, to such Senior Secured Obligations Collateral subject to (including any sale or other disposition in connection therewith by any Grantor at the direction or with the consent of the Senior Representative at any time that a Senior Obligations Event of Default has occurred and is continuing) or (c) shall have been approved by the Senior Obligations Required Parties, so long as no Junior Lien, Obligations Event of Default shall have occurred and be continuing at such time; provided that such Junior Lien on such Collateral shall automatically, unconditionally and simultaneously be released if the applicable Senior Liens on such Collateral are released (except remain in place with respect to any proceeds of such Disposition a sale, transfer or other disposition pursuant to this Section 2.05 that remain after Payment in Full of the Senior Secured Obligations).
(b) applicable First Lien Collateral Transition Date. The Junior Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Senior Representative or the Company to evidence and confirm any release of Junior Secured Obligations Collateral provided for in this Section, but shall be otherwise subject to the terms of this Agreement.
Appears in 2 contracts
Samples: Lien Subordination and Intercreditor Agreement, Lien Subordination and Intercreditor Agreement (Five Below, Inc)