Common use of Release of Collateral Upon Permitted Collateral Sale Clause in Contracts

Release of Collateral Upon Permitted Collateral Sale. Each Junior Secured Creditor shall at any time in connection with any Permitted Collateral Sale of Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral and that is made free and clear of the Liens of the Priority Secured Creditors (such Lien continuing as to Proceeds): (a) upon the request of the Priority Secured Creditor as to such Collateral subject to such Permitted Collateral Sale, release or otherwise terminate its Liens on such Collateral (provided that such Lien shall continue as to Proceeds thereof), (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Priority Secured Creditor shall reasonably require in order to release and/or terminate such Junior Secured Creditor’s Liens on such Collateral subject to such Permitted Collateral Sale (but not the Proceeds of such Collateral), and (c) be deemed to have consented under the applicable Obligation Documents to such Permitted Collateral Sale free and clear of the Junior Secured Creditor’s security interest (it being understood that the Junior Secured Creditor shall still, subject to the terms of this Agreement, have a security interest with respect to the Proceeds of such Collateral) and to have waived the provisions of the applicable Obligation Documents to the extent necessary to permit such transaction.

Release of Collateral Upon Permitted Collateral Sale. Each The Junior Secured Creditor Agent shall at any time in connection with any Permitted Collateral Sale of Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral and that is made free and clear of the Liens of the Priority Secured Creditors Sale: (such Lien continuing as to Proceeds): (ai) upon the request of the Priority Secured Creditor as Senior Agent with respect to such the Senior Collateral subject to such Permitted Collateral Sale, release or otherwise terminate its Liens on such Collateral Senior Collateral; (provided that such Lien shall continue as to Proceeds thereof), (bii) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, guarantee releases, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Priority Secured Creditor Senior Agent shall reasonably require in order to release and/or terminate such Junior Secured CreditorAgent’s Liens on such the Senior Collateral subject to such Permitted Collateral Sale (but Sale; provided, that, if the closing of the sale or disposition of the Senior Collateral is not consummated, the Proceeds of such Collateral), Senior Agent shall promptly return all Release Documents to the Junior Agent; and (ciii) be deemed to have consented (along with the other Junior Creditors) under the applicable Obligation Junior Documents to such Permitted Collateral Sale free and clear of the Junior Secured CreditorAgent’s security interest (it being understood that Liens thereon; provided, that, the Junior Secured Creditor shall stillCreditors shall, subject to the terms provisions of Section 4 of this Agreement, have a security interest retain their rights with respect to the Proceeds proceeds of such Senior Collateral) and to have waived the provisions of the applicable Obligation Documents to the extent necessary to permit such transaction.

Release of Collateral Upon Permitted Collateral Sale. Each Junior Secured Creditor shall at any time in connection with any Permitted Collateral Sale of Collateral Collateral, that, as to such Junior Secured Creditor, is Non-Priority Collateral and that is made free and clear of the Liens of the Priority Secured Creditors Creditor (such Lien continuing as to Proceedsproceeds): (a) upon the request of the Priority Secured Creditor Revolving Lender, as to such Revolving Credit Priority Collateral subject to such Permitted Collateral Sale, release or otherwise terminate its Liens on such Collateral (provided that such Lien shall continue as to Proceeds thereof)Collateral, (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Priority Secured Creditor Revolving Lender shall reasonably require in order to release and/or terminate such Junior Secured Creditor’s Liens on such the Revolving Credit Priority Collateral subject to such Permitted Collateral Sale (but not the Proceeds of such Collateral)Sale, and (c) be deemed to have consented under the applicable Obligation Documents to such Permitted Collateral Sale and to have waived the provisions of the applicable Documents to the extent necessary to permit such transaction and, in the case of a Permitted Collateral Sale of Revolving Credit Priority Collateral be deemed to have consented to such Permitted Collateral Sale free and clear of the Junior Secured CreditorBFI’s security interest (it being understood that in the Junior Secured Creditor case of a Permitted Collateral Sale of Revolving Credit Priority Collateral, BFI shall still, subject to the terms of this Agreement, have a security interest with respect to the Proceeds proceeds of such Revolving Credit Priority Collateral). In the case of a Permitted Collateral Sale consisting of the sale or disposition of all or substantially all of the equity interests or assets of any Revolving Obligor (other than a Revolving Borrower), upon the request of BFI, the Revolving Lender shall release such Revolving Obligor from its obligations, if any, under the Revolving Credit Documents (in the event that such Revolving Obligor will cease to be obligated in respect of the Term Loan Obligations) and execute such documents in order to have waived the provisions of the applicable Obligation Documents to the extent necessary to permit effect such transactionrelease as BFI shall request.

Release of Collateral Upon Permitted Collateral Sale. Each Junior Secured Creditor The Second Lien Agent, on behalf of the Second Lien Creditors, shall at any time in connection with any Permitted Collateral Sale of Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral and that is made free and clear of the Liens of the Priority Secured Creditors (such Lien continuing as to Proceeds): Sale: (a) upon the request of the Priority Secured Creditor as First Lien Agent with respect to such the Collateral subject to such Permitted Collateral Sale and concurrently with such Permitted Collateral Sale, release or otherwise terminate its Liens on such Collateral (provided that and/or, in the case of a Permitted Collateral Sale consisting of the sale or disposition of all the equity interests of any Guarantor, release such Lien shall continue as to Proceeds thereofGuarantor from its obligations under the relevant Documents), (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Priority Secured Creditor First Lien Agent shall reasonably require in order to release and/or terminate such Junior Secured CreditorSecond Lien Agent’s Liens on the Collateral (or release such Guarantor) subject to such Permitted Collateral Sale; provided that the First Lien Agent’s Lien and security interest on the Collateral subject to such Permitted Collateral Sale (but not and, in the Proceeds case of a sale of all of the equity interests of a Guarantor, any guaranty or other obligations of such Collateral), and (c) be deemed to have consented Guarantor under the applicable Obligation First Lien Documents) are concurrently released, terminated and discharged and the First Lien Agent shall have provided to the relevant Obligor or Obligors comparable Release Documents to such Permitted Collateral Sale free and clear of the Junior Secured Creditor’s security interest (it being understood that the Junior Secured Creditor Second Lien Agent shall still, subject to the terms of this Agreement, have a security interest with respect to the Proceeds proceeds of such Collateral) and to have waived the provisions of the applicable Obligation Documents to the extent necessary to permit such transaction).

Release of Collateral Upon Permitted Collateral Sale. Each Junior Secured Creditor The Second Lien Creditors shall at any time in connection with any Permitted Collateral Sale of Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral and that is made free and clear of the Liens of the Priority Secured Creditors Sale: (such Lien continuing as to Proceeds): (ai) upon the request of the Priority Secured Creditor as First Lien Agent with respect to such the Collateral subject to such Permitted Collateral Sale, release or otherwise terminate its Liens on such Collateral Collateral; (provided that such Lien shall continue as to Proceeds thereof), (bii) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Priority Secured Creditor First Lien Agent shall reasonably require in order to release and/or terminate such Junior Secured Second Lien Creditor’s Liens on such the Collateral subject to such Permitted Collateral Sale (but Sale; provided that if the closing of the sale or disposition of the Collateral is not consummated, the Proceeds of First Lien Agent shall promptly return all Release Documents to such Collateral), Second Lien Creditor; and (ciii) be deemed to have consented under the applicable Obligation Second Lien Loan Documents to such Permitted Collateral Sale sale or other disposition free and clear of the Junior Secured such Second Lien Creditor’s security interest (interest, it being understood that the Junior Secured such Second Lien Creditor shall still, but subject to the terms of this Agreement, have a security interest has rights with respect to the Proceeds proceeds of such Collateral) Collateral (and to have waived the provisions any provision of the applicable Obligation Second Lien Loan Documents to the extent necessary to permit such transactiontransaction would be otherwise prohibited under such provision).

Release of Collateral Upon Permitted Collateral Sale. Each Junior Secured Creditor shall at any time in connection with any Permitted Collateral Sale of Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral and that is made free and clear of the Liens of the Priority Secured Creditors Creditor (such Lien continuing as to Proceedsproceeds): (a) be deemed to have (i) consented under the applicable Loan Documents to such Permitted Collateral Sale, (ii) waived the provisions of the applicable Loan Documents to the extent necessary to permit such Permitted Collateral Sale free and clear of the Junior Secured Creditor’s security interest (it being understood that the Junior Secured Creditors shall still have a security interest in the proceeds of such Collateral, subject to the terms of this Agreement), and (iii) released or otherwise terminated its Liens on such Collateral, and (b) upon the request of the Priority Secured Creditor Creditor, as to such the Collateral subject to such Permitted Collateral Sale, release or otherwise terminate its Liens on such Collateral (provided that such Lien shall continue as to Proceeds thereof), (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Priority Secured Creditor shall reasonably require in order to release and/or terminate of record such Junior Secured Creditor’s Liens on such Collateral subject to such Permitted Collateral Sale (but not the Proceeds of such Collateral), and (c) be deemed to have consented under the applicable Obligation Documents to such Permitted Collateral Sale free and clear of the Junior Secured Creditor’s security interest (it being understood that the Junior Secured Creditor shall still, subject to the terms of this Agreement, have a security interest with respect to the Proceeds of such Collateral) and to have waived the provisions of the applicable Obligation Documents to the extent necessary to permit such transactionSale.

Release of Collateral Upon Permitted Collateral Sale. Each Junior Secured Creditor shall at any time in connection with any Permitted Collateral Sale of Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral and that is made free and clear of the Liens of the Priority Secured Creditors (such Lien continuing as to ProceedsProceeds until application in accordance with Section 2.11): (a) upon the request of the Priority Secured Creditor as to such Collateral subject to such Permitted Collateral Sale, release or otherwise terminate its Liens on such Collateral (provided that such Lien shall continue as to Proceeds thereofthereof until application in accordance with Section 2.11), (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Priority Secured Creditor shall reasonably require in order to release and/or terminate such Junior Secured Creditor’s Liens on such Collateral subject to such Permitted Collateral Sale (but not the Proceeds of such Collateral), and (c) be deemed to have consented under the applicable Obligation Documents to such Permitted Collateral Sale free and clear of the Junior Secured Creditor’s security interest (it being understood that the Junior Secured Creditor shall still, subject to the terms of this Agreement, have a security interest with respect to the Proceeds of such CollateralCollateral until application in accordance with Section 2.11) and to have waived the provisions of the applicable Obligation Documents to the extent necessary to permit such transaction.

Release of Collateral Upon Permitted Collateral Sale. Each Junior Secured Creditor shall at any time in In connection with any Permitted Collateral Sale sale, lease, exchange, transfer or other disposition of Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral and that is made free and clear or any other assets of the Liens of Credit Parties by TCA, the Priority Secured Creditors Subordinated Creditor hereby agrees: (such Lien continuing as to Proceeds): (ai) that upon the written request of TCA with respect to the Priority Secured Creditor as to such Collateral or other assets subject to such Permitted Collateral Salesale or other disposition (which written request shall specify the proposed closing date), release or otherwise terminate its any Existing Liens on such Collateral or other assets; (provided that such Lien shall continue as ii) to Proceeds thereof), (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Priority Secured Creditor TCA shall reasonably require in order to release and/or terminate such Junior Secured Creditor’s the Existing Liens or any other claims that the Subordinated Creditor may have on such the Collateral or any other assets of the Credit Parties subject to such Permitted Collateral Sale (but not sale or other disposition; provided that no such Release Documents shall be filed or become effective until the Proceeds closing of such Collateral), sale or other disposition; and (ciii) shall be deemed to have consented under the applicable Obligation Documents documents evidencing the Existing Obligations to such Permitted Collateral Sale sale or disposition free and clear of such Existing Liens or other claims or security interests the Junior Secured Creditor’s security interest (it being understood that the Junior Secured Subordinated Creditor shall still, subject to the terms of this Agreement, may have a security interest with respect to the Proceeds of such Collateral) and to have waived the provisions of the applicable Obligation Documents documents evidencing the Existing Obligations to the extent necessary to permit such transaction.

Release of Collateral Upon Permitted Collateral Sale. Each Junior Secured Creditor shall at any time in In connection with any Permitted Collateral Sale sale, lease, exchange, transfer or other disposition of Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral and that is made free and clear or any other assets of the Liens of Credit Parties by [*], the Priority Secured Creditors Subordinated Creditor hereby agrees: (such Lien continuing as to Proceeds): (ai) that upon the written request of [*] with respect to the Priority Secured Creditor as to such Collateral or other assets subject to such Permitted Collateral Salesale or other disposition (which written request shall specify the proposed closing date), release or otherwise terminate its any Existing Liens on such Collateral or other assets; (provided that such Lien shall continue as ii) to Proceeds thereof), (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Priority Secured Creditor [*] shall reasonably require in order to release and/or terminate such Junior Secured Creditor’s the Existing Liens or any other claims that the Subordinated Creditor may have on such the Collateral or any other assets of the Credit Parties subject to such Permitted Collateral Sale (but not sale or other disposition; provided that no such Release Documents shall be filed or become effective until the Proceeds closing of such Collateral), sale or other disposition; and (ciii) shall be deemed to have consented under the applicable Obligation Documents documents evidencing the Existing Obligations to such Permitted Collateral Sale sale or disposition free and clear of such Existing Liens or other claims or security interests the Junior Secured Creditor’s security interest (it being understood that the Junior Secured Subordinated Creditor shall still, subject to the terms of this Agreement, may have a security interest with respect to the Proceeds of such Collateral) and to have waived the provisions of the applicable Obligation Documents documents evidencing the Existing Obligations to the extent necessary to permit such transaction.

Release of Collateral Upon Permitted Collateral Sale. Each Junior Secured Creditor The Second Lien Holder shall at any time in connection with any Permitted Collateral Sale of Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral and that is made free and clear of the Liens of the Priority Secured Creditors (such Lien continuing as to Proceeds): Sale: (a) upon the written request of the Priority Secured Creditor as First Lien Holder with respect to such the First Lien Collateral subject to such Permitted Collateral SaleSale (which written request shall specify the proposed closing date), release or otherwise terminate its Liens on such Collateral (provided that such First Lien shall continue as to Proceeds thereof)Collateral, (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Priority Secured Creditor First Lien Holder shall reasonably require in order to release and/or terminate such Junior Secured Creditor’s the Second Xxxx Xxxxxx’x Liens on such the First Lien Collateral subject to such Permitted Collateral Sale (but not Sale; provided that, for the Proceeds avoidance of doubt, no such Release Documents shall be filed or become effective until the closing of such Collateral), Permitted Collateral Sale; and (c) be deemed to have consented under the applicable Obligation Second Lien Documents to such Permitted Collateral Sale free and clear of the Junior Secured Creditor’s such Second Xxxx Xxxxxx’x security interest (it being understood that the Junior Secured Creditor Second Lien Holder shall still, subject to the terms of this Agreement, have a security interest with respect to the Proceeds proceeds of such Collateral) and to have waived the provisions of the applicable Obligation Second Lien Documents to the extent necessary to permit such transaction; and further, provided, that, in accordance with Section 3.4 above, after the First Lien Obligations are Satisfied In Full, proceeds thereof received by the First Lien Holder after such date shall be forthwith paid over, in the kind or funds and currency received, to the Second Lien Holder for application to the Second Lien Obligations.

Release of Collateral Upon Permitted Collateral Sale. Each Junior Secured Creditor Second Lien Creditor, shall at any time in connection with any Permitted Collateral Sale of Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral and that is made free and clear of the Liens of the Priority Secured Creditors (such Lien continuing as to Proceeds): Sale: (a) upon the request of the Priority Secured Creditor as Senior Agent with respect to such the Collateral subject to such Permitted Collateral Sale, release or otherwise terminate its Liens on such Collateral (provided that and/or, in the case of a Permitted Collateral Sale consisting of the sale or disposition of all or substantially all of the equity interests or assets of any Guarantor, release such Lien shall continue as to Proceeds thereofGuarantor from its obligations under the Subordinated Indebtedness Documents), (b) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Priority Secured Creditor Senior Agent shall reasonably require in order to release and/or terminate such Junior Secured Second Lien Creditor’s Liens on the Collateral (or release such Collateral Guarantor) subject to such Permitted Collateral Sale (but not the Proceeds of such Collateral), and (c) be deemed to have consented under the applicable Obligation Subordinated Indebtedness Documents to such Permitted Collateral Sale free and clear of the Junior Secured Second Lien Creditor’s ’ security interest (it being understood that the Junior Secured Creditor Second Lien Creditors shall still, subject to the terms of this Agreement, have a security interest with respect to the Proceeds proceeds of such Collateral) and to have waived the provisions of the applicable Obligation Subordinated Indebtedness Documents to the extent necessary to permit such transaction.