Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement)), if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral resulting in a disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties of all Classes, will automatically be released and discharged; provided that any Proceeds realized therefrom shall be applied pursuant to Section 2.01(b). Each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that (i) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification is permitted by the terms of the First Lien Credit Documents of each Class and (ii) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document solely as such First Lien Security Document relates to First Lien Obligations of a particular Class so long as (A) such amendment or modification is in accordance with the First Lien Credit Documents of such Class and (B) such amendment or modification does not adversely affect the interests of the Secured Parties of any other Class. Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section.
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Samples: Credit Agreement (Healthsouth Corp), Assignment and Assumption (Healthsouth Corp), Assignment and Assumption (Healthsouth Corp)
Automatic Release of Liens; Amendments to First Lien Security Documents. Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 9.02 of the Credit Agreement in the case of the release of all or substantially all of the “Collateral” (as defined in the Credit Agreement) from the Liens of the Security Documents (as defined in the Credit Agreement))If, if at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with the enforcement by the Collateral Agent forecloses upon of its Liens in, or otherwise exercises rightsremedies in respect of, remedies and powers against any such Shared Collateral resulting in a disposition thereofCollateral, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, Agent for the benefit of the each Series of First Lien Secured Parties of all Classes, upon such Shared Collateral will automatically be released and dischargeddischarged upon the consummation of such disposition; provided that any Proceeds proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01(b)2.01 hereof. Each of the Authorized Representatives, for itself and on behalf of its Related First Lien Secured Parties, acknowledges and Party agrees that (i) the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so long as the Collateral Agent receives a certificate of the Company stating that such amendment or other modification amendment, subject to clause (d) below, is permitted not prohibited by the terms of the each then extant Secured Credit Document. Additionally, each First Lien Credit Documents of each Class and (ii) Secured Party agrees that the Collateral Agent may enter into any amendment or other modification (and, upon request by the Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations (including, without limitation, to release Liens securing such Series of a particular Class First Lien Obligations) so long as (Ax) such amendment or modification is in accordance with the Secured Credit Document pursuant to which such Series of First Lien Credit Documents of such Class Obligations was incurred and (By) such amendment or modification does not adversely affect the interests rights of the First Lien Secured Parties of any other ClassSeries. Form of Permitted Pari Passu Intercreditor Agreement Each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of Shared Collateral or amendment or modification to any First Lien Security Document provided for in this Section. In determining whether an amendment to any First Lien Security Document is not prohibited by this Section 2.04, the Collateral Agent may conclusively rely on a certificate of an officer of the Borrower stating that such amendment is not prohibited by Section 2.04(b) above.
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