Common use of Releases of Junior Priority Lien Clause in Contracts

Releases of Junior Priority Lien. (a) Upon (i) any sale or other disposition of Shared Collateral permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on any Shared Collateral (including any sale or other disposition pursuant to any Enforcement Action) or (ii) any other release of Shared Collateral from the Lien under the First Priority Security Documents that is permitted pursuant to the terms of the First Priority Documents, the Junior Priority Lien on such Shared Collateral (excluding any portion of the proceeds of such Shared Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. (b) The Junior Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall request to evidence any release of the Junior Priority Lien described in paragraph (a). The Junior Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Junior Priority Representative and in the name of the Junior Priority Representative or in the First Priority Representative’s own name, from time to time, in the First Priority Representative’s sole discretion, for the purposes of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 4.2, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Releases of Junior Priority Lien. (a) Upon (i) any sale or other disposition of Shared Collateral permitted pursuant to the terms of the First Priority Documents that results in the release of the First Priority Lien on any Shared Collateral (including any sale or other disposition pursuant to any Enforcement Action) or (ii) any other release of Shared Collateral from the Lien under the First Priority Security Documents that is permitted pursuant to the terms of the First Priority Documents), the Junior Priority Lien on such Shared Collateral (excluding any portion of the proceeds of such Shared Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person; provided that, in the case of a sale or other disposition of Shared Collateral (other than any such sale or disposition in connection with any Enforcement Action), the Junior Priority Lien shall not be so released if such sale or disposition is not permitted under the terms of the Junior Priority Agreement. (b) The Junior Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall request to evidence any release of the Junior Priority Lien described in paragraph (a). The Junior Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Junior Priority Representative and in the name of the Junior Priority Representative or in the First Priority Representative’s own name, from time to time, in the First Priority Representative’s sole discretion, for the purposes of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 4.2, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Releases of Junior Priority Lien. (a) Upon (i) any release, sale or other disposition of Shared Common Collateral permitted pursuant to the terms of by the First Priority Documents and the Second Priority Documents, or consented to by the First Priority Secured Parties (or any requisite percentage of them) and the Second Priority Secured Parties (or any requisite percentage of them), in each case, that results in the release of the First Priority Lien on any Shared Collateral (including any sale or other disposition pursuant to any Enforcement Action) or (ii) any other release of Shared Collateral from the Lien under the First Priority Security Documents that is permitted pursuant to the terms of the First Priority DocumentsCommon Collateral, the Junior Priority Lien Liens on such Shared Common Collateral (excluding any portion of the proceeds of such Shared Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released released, as and when, but only to the extent such First Priority Liens on such Common Collateral are released, with no further consent or action of any Person. (b) The Junior Priority Representative Representatives shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative (or, with the consent of the First Priority Representative, the Company) shall request to evidence any release of the Junior Priority Lien Liens described in paragraph (a). The Junior Priority Representative Representatives hereby appoints the First Priority Representative and any officer or duly authorized person of the First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Junior Priority Representative Representatives and in the name of the applicable Junior Priority Representative Representative’s or in the First Priority Representative’s own name, from time to time, in the First Priority Representative’s sole discretion, for the purposes of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 4.2, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Releases of Junior Priority Lien. (a) Upon Other than in connection with the Payment in Full of the First Lien Obligations (i) unless such Payment in Full is made with proceeds from an Enforcement Action or other dispositions of Collateral), upon any release, sale or other disposition of Shared Collateral permitted pursuant to the terms of the First Priority Lien Collateral Documents and any agreements governing the First Lien Obligations that results in the release of the First Priority first-priority Lien on any Shared Collateral (including without limitation any sale or other disposition pursuant to any Enforcement Action) or (ii) any other release of Shared Collateral from the Lien under the First Priority Security Documents that is permitted pursuant to the terms of the First Priority Documents), the Junior Priority junior-priority Lien on such Shared Collateral (excluding but not on any portion of the proceeds of such Shared Collateral remaining after not required to be paid to the First Priority Obligations Payment Date occursLien Secured Parties) shall be automatically and unconditionally released with no further consent or action of any Person. (b) The Junior Priority Representative Each Second Lien Representative, on behalf of itself and the other Second Lien Secured Parties and each Third Lien Representative, on behalf of itself and the other Third Lien Secured Parties, at the sole cost and expense of the Credit Parties, shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative Lien Controlling Collateral Parties shall request to evidence any release of the Junior Priority junior-priority Lien described in paragraph (a)) above. The Junior Priority Each Second Lien Representative, each other Second Lien Secured Party, each Third Lien Representative and each other Third Lien Secured Party hereby appoints the First Priority Representative Lien Controlling Collateral Parties and any officer or duly authorized person of the First Priority RepresentativeLien Controlling Collateral Parties, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Junior Priority Representative Second Lien Secured Parties and the Third Lien Secured Parties and in the name of the Junior Priority Representative Second Lien Secured Parties or the Third Lien Secured Parties or in the First Priority Representative’s Lien Controlling Collateral Parties' own name, from time to time, in the First Priority Representative’s Lien Controlling Collateral Parties' sole discretion, for the purposes of carrying out the terms of this Section 4.2paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 4.2paragraph, including including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). (c) Other than in connection with the Payment in Full of the Second Lien Obligations (unless such Payment in Full is made with proceeds from an Enforcement Action or other dispositions of Collateral) and to the extent the First Lien Obligations shall have been Paid in Full, upon any release, sale or disposition of Collateral permitted pursuant to the terms of the Second Lien Collateral Documents and any agreements governing the Second Lien Obligations that results in the release of the first-priority Lien on any Collateral (including without limitation any sale or other disposition pursuant to any Enforcement Action), the junior-priority Lien on such Collateral (but not on any proceeds of such Collateral not required to be paid to the Second Lien Secured Parties) shall be automatically and unconditionally released with no further consent or action of any Person. (d) Each Third Lien Representative, on behalf of itself and the other Third Lien Secured Parties, at the sole cost and expense of the Credit Parties, shall promptly execute and deliver such release documents and instruments and shall take such further actions as the Second Lien Controlling Collateral Parties shall request to evidence any release of the junior-priority Lien described in paragraph (c) above. Each Third Lien Representative and each other Third Lien Secured Party hereby appoints the Second Lien Controlling Collateral Parties and any officer or duly authorized person of the Second Lien Controlling Collateral Parties, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Third Lien Secured Parties and in the name of the Third Lien Secured Parties or in the Second Lien Controlling Collateral Parties' own name, from time to time, in the Second Lien Controlling Collateral Parties' sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Releases of Junior Priority Lien. (a) Upon (i) any sale or other disposition of Shared Collateral permitted pursuant to the terms of the First Second Priority Documents that results in the release of the First Second Priority Lien on any Shared Collateral (including any sale or other disposition pursuant to any Enforcement Action) or (ii) any other release of Shared Collateral from the Lien under the First Second Priority Security Documents that is permitted pursuant to the terms of the First Second Priority Documents, the Junior Priority Lien on such Shared Collateral (excluding any portion of the proceeds of such Shared Collateral remaining after the First Second Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. (b) The Junior Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Second Priority Representative shall request to evidence any release of the Junior Priority Lien described in paragraph (a). The Junior Priority Representative hereby appoints the First Second Priority Representative and any officer or duly authorized person of the First Second Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Junior Priority Representative and in the name of the Junior Priority Representative or in the First Second Priority Representative’s own name, from time to time, in the First Second Priority Representative’s sole discretion, for the purposes of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this Section 4.2, including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).