Common use of Release of Junior Liens Clause in Contracts

Release of Junior Liens. (a) If in connection with any sale, lease, license, exchange, transfer or other disposition of any Collateral permitted under the terms of the First Lien Documents (whether or not an event of default or equivalent event thereunder, and as defined therein, has occurred and is continuing) or consented to or approved by First Lien Agent or in connection with the exercise of First Lien Agent’s remedies in respect of the Collateral provided for in Section 4.1 (provided, that, after giving effect to the release, the Net Proceeds of any such sale, lease, license, exchange, transfer or other disposition are applied in accordance with Section 5.1(a)), First Lien Agent, for itself or on behalf of any of the other First Lien Secured Parties, releases any of its Liens on any part of the Collateral, then effective upon the consummation of such sale, lease, license, exchange, transfer or other disposition: (i) the Liens, if any, of Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral shall be automatically, unconditionally and simultaneously released to the same extent as the release of First Lien Agent’s Lien, (ii) Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall promptly upon the request of First Lien Agent execute and deliver such release documents and confirmations of the authorization to file UCC amendments and terminations or PPSA discharges or financing change statements provided for herein, as applicable, in each case as First Lien Agent may require in its Permitted Discretion in connection with such sale or other disposition by First Lien Agent, First Lien Agent’s agents or any Grantor with the consent of First Lien Agent to evidence and effectuate such termination and release; provided, that, any such release, UCC amendment or termination or PPSA discharges or financing change statements by Second Lien Agent shall not extend to or otherwise affect any of the rights, if any, of Second Lien Agent to the proceeds from any such sale or other disposition of Collateral, subject to the priorities set forth herein, (iii) Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall be deemed to have authorized First Lien Agent to file UCC amendments and terminations covering the Collateral so sold or otherwise disposed of as to UCC financing statements between any Grantor and Second Lien Agent or any other Second Lien Secured Party (in the case of Collateral subject to the UCC) to evidence such release and termination, and (iv) Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall be deemed to have consented under the applicable Second Lien Documents to such sale, lease, license, exchange, transfer or other disposition to the same extent as the consent of First Lien Agent and the other First Lien Secured Parties. (b) Until the Discharge of First Lien Debt has occurred, Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby irrevocably constitutes and appoints First Lien Agent and any officer or agent of First Lien 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 Second Lien Agent or such holder or in First Lien Agent’s own name, from time to time in First Lien Agent’s discretion, for the limited purpose of carrying out the terms of this Section 4.3, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 4.3, including any termination statements, endorsements or other instruments of transfer or release. The power of attorney granted herein is a power coupled with an interest, shall survive the legal incapacity of Second Lien Agent and extends to the successors of Second Lien Agent. Nothing contained in this Intercreditor Agreement shall be construed to modify the obligation of First Lien Agent to act in a commercially reasonable manner in the exercise of its rights to sell, lease, license, exchange, transfer or otherwise dispose of any Collateral.

Release of Junior Liens. (a) If in connection with any sale, lease, license, exchange, transfer or other disposition of any Collateral permitted under the terms of the First Lien Documents (whether or not an event of default or equivalent event thereunder, and as defined therein, has occurred and is continuing) or consented to or approved by First Lien Agent or in connection with the exercise of First Lien Agent’s remedies in respect of the Collateral provided for in Section 4.1 (provided, that, after giving effect to the release, the Net Proceeds of any such sale, lease, license, exchange, transfer or other disposition are applied in accordance with Section 5.1(a)), First Lien Agent, for itself or on behalf of any of the other First Lien Secured Parties, releases any of its Liens on any part of the Collateral, then effective upon the consummation of such sale, lease, license, exchange, transfer or other disposition: (i) the Liens, if any, of Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral shall be automatically, unconditionally and simultaneously released to the same extent as the release of First Lien Agent’s Lien, (ii) Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall promptly upon the request of First Lien Agent execute and deliver such release documents and confirmations of the authorization to file UCC amendments and terminations or PPSA discharges or financing change statements provided for herein, as applicable, in each case as First Lien Agent may require in its Permitted Discretion in connection with such sale or other disposition by First Lien Agent, First Lien Agent’s agents or any Grantor with the consent of First Lien Agent to evidence and effectuate such termination and release; provided, that, any such release, UCC amendment or termination or PPSA discharges or financing change statements by Second Lien Agent shall not extend to or otherwise affect any of the rights, if any, of Second Lien Agent to the proceeds from any such sale or other disposition of Collateral, subject to the priorities set forth herein, (iii) Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall be deemed to have authorized First Lien Agent to file UCC amendments and terminations covering the Collateral so sold or otherwise disposed of as to UCC financing statements between any Grantor and Second Lien Agent or any other Second Lien Secured Party (in the case of Collateral subject to the UCC) to evidence such release and termination, and (iv) Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall be deemed to have consented under the applicable Second Lien Documents to such sale, lease, license, exchange, transfer or other disposition to the same extent as the consent of First Lien Agent and the other First Lien Secured Parties. (b) Until the Discharge of First Lien Debt has occurred, Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby irrevocably constitutes and appoints First Lien Agent and any officer or agent of First Lien 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 Second Lien Agent or such holder or in First Lien Agent’s own name, from time to time in First Lien Agent’s discretion, for the limited purpose of carrying out the terms of this Section 4.3, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 4.3, including any termination statements, endorsements or other instruments of transfer or release. The power of attorney granted herein is a power coupled with an interest, shall survive the legal incapacity of Second Lien Agent and extends to the successors of Second Lien Agent. Nothing contained in this Intercreditor Agreement shall be construed to modify the obligation of First Lien Agent to act in a commercially reasonable manner in the exercise of its rights to sell, lease, license, exchange, transfer or otherwise dispose of any Collateral. (c) In the event that any lien or security interest is granted in favor of Second Lien Agent in any of the Collateral, then promptly upon First Lien Agent’s request, Second Lien Agent shall execute and/or deliver to First Lien Agent such termination statements and releases as First Lien Agent shall reasonably request to effect the release of the lien or security interest of Second Lien Agent in such Collateral. In furtherance of the foregoing, Second Lien Agent hereby irrevocably appoints First Lien Agent as its attorney-in-fact, with full authority in the place and stead of Second Lien Agent and in the name of Second Lien Agent or otherwise, to execute, deliver and/or file any document or instrument which Second Lien Agent may be required to deliver pursuant to this Section 4.3(c).

Release of Junior Liens. (a) a. If in connection with any sale, lease, license, exchange, transfer or other disposition of any Collateral permitted under the terms of the First Lien Documents (whether or not an event of default or equivalent event thereunder, and as defined therein, has occurred and is continuing) or consented to or approved by First Lien Agent or in connection with the exercise of First Lien Agent’s remedies in respect of the Collateral provided for in Section 4.1 3.1 (provided, that, after giving effect to the release, the Net Proceeds of any such sale, lease, license, exchange, transfer or other disposition are applied in accordance with Section 5.1(a4.1(a)), First Lien Agent, for itself or on behalf of any of the other First Lien Secured Parties, releases any of its Liens on any part of the Collateral, then effective upon the consummation of such sale, lease, license, exchange, transfer or other disposition: (i) i. the Liens, if any, of Second each Junior Lien Collateral Agent, for itself or for the benefit of the Second Junior Lien Secured PartiesParties for whom it is acting as agent, on such Collateral shall be automatically, unconditionally and simultaneously released to the same extent as the release of First Lien Agent’s Lien, (ii) Second . each Junior Lien Collateral Agent, for itself or on behalf of the other Second Junior Lien Secured PartiesParties for whom it is acting as agent, shall promptly upon the request of First Lien Agent execute and deliver such release documents and confirmations of the authorization to file UCC amendments and terminations or PPSA discharges or financing change statements provided for herein, as applicable, in each case as First Lien Agent may require in its Permitted Discretion in connection with such sale or other disposition by First Lien Agent, First Lien Agent’s agents or any Grantor with the consent of First Lien Agent to evidence and effectuate such termination and release; provided, that, any such release, UCC amendment or termination or PPSA discharges or financing change statements by Second any Junior Lien Collateral Agent shall not extend to or otherwise affect any of the rights, if any, of Second Junior Lien Agent Collateral Agents to the proceeds from any such sale or other disposition of Collateral, subject to the priorities set forth herein, (iii) Second . each Junior Lien Collateral Agent, for itself or on behalf of the other Second Junior Lien Secured PartiesParties for whom it is acting as agent, shall be deemed to have authorized First Lien Agent to file UCC amendments and terminations covering the Collateral so sold or otherwise disposed of as to UCC financing statements between any Grantor and Second each Junior Lien Collateral Agent or any other Second Junior Lien Secured Party (in the case of Collateral subject to the UCC) to evidence such release and termination, and (iv) Second . each Junior Lien Collateral Agent, for itself or on behalf of the other Second Junior Lien Secured PartiesParties for whom it is acting as agent, shall be deemed to have consented under the applicable Second Junior Lien Documents to such sale, lease, license, exchange, transfer or other disposition to the same extent as the consent of First Lien Agent and the other First Lien Secured Parties. (b) b. Until the Discharge of First Lien Debt has occurred, Second each Junior Lien Collateral Agent, for itself and on behalf of the other Second Junior Lien Secured PartiesParties for whom it is acting as agent, hereby irrevocably constitutes and appoints First Lien Agent and any officer or agent of First Lien 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 Second each such Junior Lien Collateral Agent or such holder or in First Lien Agent’s own name, from time to time in First Lien Agent’s discretion, for the limited purpose of carrying out the terms of this Section 4.33.3, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 4.33.3, including any termination statements, endorsements or other instruments of transfer or release. The power of attorney granted herein is a power coupled with an interest, shall survive the legal incapacity of Second each Junior Lien Collateral Agent and extends to the successors of Second each Junior Lien Collateral Agent. Nothing contained in this Intercreditor Agreement shall be construed to modify the obligation of First Lien Agent to act in a commercially reasonable manner in the exercise of its rights to sell, lease, license, exchange, transfer or otherwise dispose of any Collateral.

Release of Junior Liens. If, in connection with (a) If in connection with any sale, lease, license, exchange, transfer or other disposition Disposition of any Collateral permitted under the terms of the First Lien Senior Credit Documents (whether or not an event (x) permitted under the Term A Credit Documents and with respect to which the Revolver Agent is required to consent pursuant to Section 2.9(b) of default the GE Capital/Xxxxxxx Intercreditor Agreement, or equivalent event thereunder, (y) permitted under the Revolver Credit Documents and as defined therein, has occurred and with respect to which the Term A Agent is continuingrequired to consent pursuant to Section 2.9(a) of the GE Capital/Xxxxxxx Intercreditor Agreement) or consented to (b) the enforcement or approved by First Lien Agent or in connection with the exercise of First Lien Agent’s any rights or remedies in with respect of the Collateral provided for in Section 4.1 (provided, that, after giving effect to the releaseCollateral, including any Disposition of Collateral, the Net Proceeds of any such sale, lease, license, exchange, transfer or other disposition are applied in accordance with Section 5.1(a)), First Lien Term A Agent, for itself or and on behalf of any of the other First Lien Term A Secured Parties, releases any of its Liens on any part of and the Collateral, then effective upon the consummation of such sale, lease, license, exchange, transfer or other disposition: (i) the Liens, if any, of Second Lien Collateral Revolver Agent, for itself or for the benefit and on behalf of the Second Lien other Revolver Secured Parties, release any of the Senior Liens, then the Junior Liens on such Collateral of such Grantors, upon the request of the Term A Agent or Revolver Agent (which request will specify the proposed terms of the sale and the type and amount of consideration expected to be received in connection therewith), shall be automatically, unconditionally and simultaneously released to released, and the same extent as the release of First Lien Agent’s Lien, (ii) Second Lien AgentJunior Agent shall, for itself or and on behalf of the other Second Lien Junior Secured Parties, shall promptly upon the request of First Lien Agent execute and deliver such release documents and confirmations of to the authorization to file UCC amendments and terminations Senior Agents or PPSA discharges or financing change statements provided for herein, as applicable, in each case as First Lien Agent may require in its Permitted Discretion in connection with such sale or other disposition by First Lien Agent, First Lien Agent’s agents or any the relevant Grantor with the consent of First Lien Agent to evidence and effectuate such termination statements, releases and release; provided, that, any other documents as either Senior Agent or such Grantor may reasonably request to effectively evidence such release, UCC amendment or termination or PPSA discharges or financing change statements provided that, (A) such release by Second Lien Agent the Junior Secured Parties shall not extend to or otherwise affect any of the rights, if any, rights of Second Lien Agent the Junior Secured Parties to the proceeds from any such sale or other disposition of Collateral, subject (B) the Senior Secured Parties shall promptly apply such proceeds to permanently repay the priorities set forth herein, (iii) Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall be deemed to have authorized First Lien Agent to file UCC amendments and terminations covering the Collateral so sold or otherwise disposed of as to UCC financing statements between any Grantor and Second Lien Agent or any other Second Lien Secured Party (in the case of Collateral subject to the UCC) to evidence such release and termination, and (iv) Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall be deemed to have consented under the applicable Second Lien Documents to such sale, lease, license, exchange, transfer or other disposition to the same extent as the consent of First Lien Agent and the other First Lien Secured Parties. (b) Until Senior Obligations until the Discharge of First Lien Debt Senior Obligations has occurred, Second Lien and thereafter the Senior Agents shall promptly deliver any excess proceeds from such sale or disposition of such Collateral then in or thereafter coming into Senior Agents’ possession to the Junior Agent for application to the Junior Obligations (except as may otherwise be required under applicable law or as a court of competent jurisdiction may order), and (D) no such release and/or authorization documents (1) shall be delivered by the Junior Secured Parties to the Senior Agents more than five Business Days prior to the date of the scheduled closing of the sale or disposition of such Collateral, provided further that if the closing of the sale or disposition of the Collateral is not consummated, the Senior Agents shall promptly return all such termination statements, releases and other documents to the Junior Agent, all of which documents being thereby rendered null and void and having no force or effect. The Junior Agent, for itself and on behalf of the each other Second Lien Junior Secured PartiesParty, hereby irrevocably constitutes and appoints First Lien each of the Term A Agent and the Revolver Agent, severally and not jointly, and any officer of their respective officers or agent of First Lien Agentagents, with full power of substitution, as its true and lawful the attorney-in-fact with full irrevocable power and authority in the place and stead of Second Lien Agent or such holder or in First Lien Agent’s own name, from time to time in First Lien Agent’s discretion, each Junior Secured Party for the limited purpose of carrying out the terms provisions of this Section 4.3, to take and taking any and all appropriate action and to execute executing any and all documents and instruments which instrument that any such Senior Agent may be deem necessary or desirable advisable to accomplish the purposes of this Section 4.3, (including any termination statements, endorsements or other instruments of transfer or release. The power of attorney granted herein ), which appointment is a power irrevocable and coupled with an interest, shall survive the legal incapacity of Second Lien Agent and extends to the successors of Second Lien Agent. Nothing contained in this Intercreditor Agreement shall be construed to modify the obligation of First Lien Agent to act in a commercially reasonable manner in the exercise of its rights to sell, lease, license, exchange, transfer or otherwise dispose of any Collateral.

Release of Junior Liens. (a) If in connection with any sale, lease, license, exchange, transfer or other disposition of any Collateral permitted under the terms of the First Lien Documents (whether or not an event of default or equivalent event thereunder, and as defined therein, has occurred and is continuing) or consented to or approved by First Lien Agent or in connection with the exercise of First Lien Agent’s remedies in respect of the Collateral provided for in Section 4.1 (provided, that, after giving effect to the release, the Net Proceeds of any such sale, lease, license, exchange, transfer or other disposition are applied in accordance with Section 5.1(a)), First Lien Agent, for itself or on behalf of any of the other First Lien Secured Parties, releases any of its Liens on any part of the Collateral, then effective upon the consummation of such sale, lease, license, exchange, transfer or other disposition: (i) the Liens, if any, of Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral shall be automatically, unconditionally and simultaneously released to the same extent as the release of First Lien Agent’s LienXxxx, (ii) Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall promptly upon the request of First Lien Agent execute and deliver such release documents and confirmations of the authorization to file UCC amendments and terminations or PPSA discharges or financing change statements provided for herein, as applicable, in each case as First Lien Agent may require in its Permitted Discretion in connection with such sale or other disposition by First Lien Agent, First Lien Agent’s agents or any Grantor with the consent of First Lien Agent to evidence and effectuate such termination and release; provided, that, any such release, UCC amendment or termination or PPSA discharges or financing change statements by Second Lien Agent shall not extend to or otherwise affect any of the rights, if any, of Second Lien Agent to the proceeds from any such sale or other disposition of Collateral, subject to the priorities set forth herein, (iii) Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall be deemed to have authorized First Lien Agent to file UCC amendments and terminations covering the Collateral so sold or otherwise disposed of as to UCC financing statements between any Grantor and Second Lien Agent or any other Second Lien Secured Party (in the case of Collateral subject to the UCC) to evidence such release and termination, and (iv) Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall be deemed to have consented under the applicable Second Lien Documents to such sale, lease, license, exchange, transfer or other disposition to the same extent as the consent of First Lien Agent and the other First Lien Secured Parties. (b) Until the Discharge of First Lien Debt has occurred, Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby irrevocably constitutes and appoints First Lien Agent and any officer or agent of First Lien 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 Second Lien Agent or such holder or in First Lien Agent’s own name, from time to time in First Lien Agent’s discretion, for the limited purpose of carrying out the terms of this Section 4.3, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 4.3, including any termination statements, endorsements or other instruments of transfer or release. The power of attorney granted herein is a power coupled with an interest, shall survive the legal incapacity of Second Lien Agent and extends to the successors of Second Lien Agent. Nothing contained in this Intercreditor Agreement shall be construed to modify the obligation of First Lien Agent to act in a commercially reasonable manner in the exercise of its rights to sell, lease, license, exchange, transfer or otherwise dispose of any Collateral. (c) In the event that any lien or security interest is granted in favor of Second Lien Agent in any of the Collateral, then promptly upon First Lien Agent’s request, Second Lien Agent shall execute and/or deliver to First Lien Agent such termination statements and releases as First Lien Agent shall reasonably request to effect the release of the lien or security interest of Second Lien Agent in such Collateral. In furtherance of the foregoing, Second Lien Agent hereby irrevocably appoints First Lien Agent as its attorney-in-fact, with full authority in the place and stead of Second Lien Agent and in the name of Second Lien Agent or otherwise, to execute, deliver and/or file any document or instrument which Second Lien Agent may be required to deliver pursuant to this Section 4.3(c).