Common use of Automatic Release of First Priority Liens Clause in Contracts

Automatic Release of First Priority Liens. If, in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral after the expiration of the Standstill Period that is permitted in accordance with clause (A) of the second proviso to Section 3.02 (a)(i), including any Disposition of Collateral, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, (x) releases any of the Second Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Second Lien Obligations (in each case, a “Second Lien Release”), then the First Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the First Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, promptly execute and deliver to the Second Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the Second Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such release; provided that so long as the Discharge of First Lien Obligations has not occurred, the proceeds of, or payments with respect to, any Second Lien Release that are received by the Second Lien Collateral Agent or any other Second Lien Secured Party, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties in accordance with Section 4.02.

Automatic Release of First Priority Liens. If, in connection with the a sale of Collateral for fair market value for cash pursuant to enforcement or exercise of any rights or remedies with respect to the such Collateral after the expiration of the Standstill Period that is permitted in accordance with clause (AB) of the second proviso to Section 3.02 (a)(i3.02(a)(i), including any Disposition of Collateral, the Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, (x) releases any of the Second Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Second Lien Obligations (in each case, a “Second Lien Release”), then upon the First Priority Liens on such Collateral, and the obligations closing of such Guarantor under its guarantee of sale the First Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the First Lien Collateral Administrative Agent shall, for itself and on behalf of the other First Lien Secured Parties, promptly execute and deliver to the Second Lien Collateral Agent, the relevant Grantor or such Guarantor Administrative Agent such termination statements, statements and releases and other documents as shall be reasonably requested by the Second Lien Administrative Agent to release the First Priority Liens on such Collateral Agent or and to release the relevant Grantor or obligations of such Guarantor may reasonably request to effectively confirm such releaseunder its guarantee of the First Lien Obligations; provided that so long as the Discharge of First Lien Obligations has not occurred, the proceeds ofof such sale shall be delivered to the First Lien Administrative Agent for the benefit of the First Lien Secured Parties, or and any payments with respect to, any to such Second Lien Release that are received by the Second Lien Collateral Administrative Agent or any other Second Lien Secured Party, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Administrative Agent for the benefit of the First Lien Secured Parties Parties, in accordance with Section 4.02.

Automatic Release of First Priority Liens. If, in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral after the expiration of the Standstill Period that is permitted in accordance with clause (A2) of the second proviso to Section 3.02 (a)(i3.02(a), including any Disposition of Collateral, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, (x) releases any of the Second Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Second Lien Obligations Priority Claims (in each case, a “Second Lien Priority Release”), then the First Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the First Lien ObligationsPriority Claims, shall be automatically, unconditionally and simultaneously released, and the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Lien Priority Secured Parties, promptly execute and deliver to the Second Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the Second Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such release; provided that so long as the Discharge of First Lien Obligations Priority Claims has not occurred, the proceeds of, or payments with respect to, any Second Lien Priority Release that are received by the Second Lien Collateral Priority Agent or any other Second Lien Priority Secured Party, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties in accordance with Section 4.02; provided further, however, that the First Priority Lender shall not be obligated to release the First Priority Liens on any Collateral in connection with any sale or other Disposition of Collateral to a Second Priority Secured Party or an affiliate thereof or any other transaction other than a sale of such Collateral to a third Person with respect to which at least 75% of the consideration therefor consists of cash and cash equivalents.

Automatic Release of First Priority Liens. If, in connection with the enforcement or exercise of any rights or remedies with respect to the Shared Collateral after the expiration of the Standstill Period that is permitted in accordance with clause (A2) of the second proviso to Section 3.02 (a)(i3.02(a), including any Disposition of Shared Collateral, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, (x) releases any of the Second Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Second Lien Obligations Priority Claims (in each case, a “Second Lien Priority Release”), then the First Priority Liens on such Shared Collateral, and the obligations of such Guarantor under its guarantee of the First Lien ObligationsPriority Claims, shall be automatically, unconditionally and simultaneously released, and the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Lien Priority Secured Parties, promptly execute and deliver to the Second Lien Collateral Priority Agent, the relevant Grantor Company or such Guarantor such termination statements, releases and other documents as the Second Lien Collateral Agent Priority Agent, the Company or the relevant Grantor or such Guarantor may reasonably request to effectively confirm such release, in each case, at the sole cost and expense of the Company or such Guarantor; provided that so long as the Discharge of First Lien Obligations Priority Claims has not occurred, the proceeds of, or payments with respect to, any Second Lien Priority Release that are received by the Second Lien Collateral Priority Agent or any other Second Lien Priority Secured Party, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties in accordance with Section 4.024.02(a).

Automatic Release of First Priority Liens. If, in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral after the expiration of the Standstill Period that is permitted in accordance with clause (A2) of the second proviso to Section 3.02 (a)(i3.02(a), including any Disposition of Collateral, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, (x) releases any of the Second Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Second Lien Obligations Priority Claims (in each case, a “Second Lien Priority Release”), then the First Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the First Lien ObligationsPriority Claims, shall be automatically, unconditionally and simultaneously released, and the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Lien Priority Secured PartiesParty, promptly execute and deliver to the Second Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the Second Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such release; provided that so long as the Discharge of First Lien Obligations Priority Claims has not occurred, the proceeds of, or payments with respect to, any Second Lien Priority Release that are received by the Second Lien Collateral Priority Agent or any other Second Lien Priority Secured Party, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties Party in accordance with Section 4.02; provided further, however, that the First Priority Lender shall not be obligated to release the First Priority Liens on any Collateral in connection with any sale or other Disposition of Collateral to a Second Priority Secured Party or an affiliate thereof or any other transaction other than a sale of such Collateral to a third Person with respect to which at least 75% of the consideration therefor consists of cash and cash equivalents.

Automatic Release of First Priority Liens. If, in connection with the a sale of Collateral for fair market value for cash pursuant to enforcement or exercise of any rights or remedies with respect to the such Collateral after the expiration of the Standstill Period that is permitted in accordance with clause (A) of the second proviso to Section 3.02 (a)(i3.02(a)(i), including any Disposition of Collateral, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, (x) releases any of the Second Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Second Lien Obligations (in each case, a “Second Lien Release”), then upon the First Priority Liens on such Collateral, and the obligations closing of such Guarantor under its guarantee of sale the First Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, promptly execute and deliver to the Second Lien Collateral Agent, the relevant Grantor or such Guarantor Agent such termination statements, statements and releases and other documents as shall be reasonably requested by the Second Lien Agent to release the First Priority Liens on such Collateral Agent or and to release the relevant Grantor or obligations of such Guarantor may reasonably request to effectively confirm such releaseunder its guarantee of the First Lien Obligations; provided that so long as the Discharge of First Lien Obligations has not occurred, the net proceeds ofof such sale shall be delivered to the First Lien Agent for the benefit of the First Lien Secured Parties, or and any payments with respect to, any to such Second Lien Release that are received by the Second Lien Collateral Agent or any other Second Lien Secured Party, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Parties, in accordance with Section 4.02.

Automatic Release of First Priority Liens. If, in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral after the expiration of the Standstill Period that is permitted in accordance with clause (A2) of the second proviso to Section 3.02 (a)(i)3.02(a)(i) and conducted in accordance with applicable law, including any Disposition of Collateral, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, (x) releases any of the Second Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Second Lien Obligations Priority Claims (in each case, a “Second Lien Release”"SECOND PRIORITY RELEASE"), then the First Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the First Lien ObligationsPriority Claims, as applicable, shall be automatically, unconditionally and simultaneously released, and the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Lien Priority Secured Parties, promptly execute and deliver to the Second Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the Second Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such release; provided PROVIDED that so long as the Discharge of First Lien Obligations Priority Claims has not occurred, the proceeds of, or payments with respect to, any Second Lien Priority Release that are received by the Second Lien Collateral Priority Agent or any other Second Lien Priority Secured Party, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties in accordance with Section 4.024.02(a); PROVIDED FURTHER, HOWEVER, that the First Priority Agent shall not be obligated to release the First Priority Liens on any Collateral in connection with any sale or other Disposition of Collateral to a Second Priority Secured Party or an affiliate thereof or any other transaction other than a sale of such Collateral to a third Person with respect to which at least 75% of the consideration therefor consists of cash and cash equivalents.

Automatic Release of First Priority Liens. If, in connection with the enforcement or exercise a sale of any rights or remedies Collateral for fair market value for cash pursuant to an Enforcement Action with respect to the such Collateral after the expiration of the Standstill Period that is permitted in accordance with clause (AB) of the second proviso to Section 3.02 (a)(i3.02(a)(i), including any Disposition of Collateral, the Second Lien Collateral Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, (x) releases any of the Second Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Second Lien Obligations (in each case, a “Second Lien Release”), then upon the First Priority Liens on such Collateral, and the obligations closing of such Guarantor under its guarantee of sale the First Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the First Lien Collateral Administrative Agent shall, for itself and on behalf of the other First Lien Secured Parties, promptly execute and deliver to the Second Lien Collateral Agent, the relevant Grantor or such Guarantor Administrative Agent such termination statements, statements and releases and other documents as shall be reasonably requested by the Second Lien Administrative Agent to release the First Priority Liens on such Collateral Agent or and to release the relevant Grantor or obligations of such Guarantor may reasonably request to effectively confirm such releaseunder its guarantee of the First Lien Obligations; provided that so long as the Discharge of First Lien Obligations has not occurred, the proceeds ofof such sale shall be delivered to the First Lien Administrative Agent for the benefit of the First Lien Secured Parties, or and any payments with respect to, any to such Second Lien Release that are received by the Second Lien Collateral Administrative Agent or any other Second Lien Secured Party, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Administrative Agent for the benefit of the First Lien Secured Parties Parties, in accordance with Section 4.02.

Automatic Release of First Priority Liens. If, in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral after the expiration of the Standstill Period that is permitted in accordance with clause (A2) of the second proviso to Section 3.02 (a)(i3.02(a)(i), including any Disposition of Collateral, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, (x) releases any of the Second Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Second Lien Obligations Priority Claims (in each case, a “"Second Lien Priority Release”"), then the First Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the First Lien ObligationsPriority Claims, shall be automatically, unconditionally and simultaneously released, and the First Lien Collateral Priority Agent shall, for itself and on behalf of the other First Lien Priority Secured Parties, promptly execute and deliver to the Second Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the Second Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such release; provided that so long as the Discharge of First Lien Obligations Priority Claims has not occurred, the proceeds of, or payments with respect to, any Second Lien Priority Release that are received by the Second Lien Collateral Priority Agent or any other Second Lien Priority Secured Party, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties in accordance with Section 4.024.02(a); provided further, however, that the First Priority Lender shall not be obligated to release the First Priority Liens on any Collateral in connection with any sale or other Disposition of Collateral to a Second Priority Secured Party or an affiliate thereof or any other transaction other than a sale of such Collateral to a third Person with respect to which at least 75% of the consideration therefor consists of cash and cash equivalents.

Automatic Release of First Priority Liens. (a) If, in connection with the enforcement or exercise of any rights or remedies with respect to the Collateral after the expiration of the Second Lien Standstill Period that is permitted in accordance with clause (A2) of the second proviso to Section 3.02 (a)(i3.02(a)(i), including any Disposition of Collateral, the Second Lien Collateral Priority Agent, for itself and on behalf of the other Second Lien Priority Secured Parties, (x) releases any of the Second Priority Liens, or (y) releases any Guarantor from its obligations under its guarantee of the Second Lien Obligations Priority Claims (in each case, a “Second Lien Priority Release”), then the First Priority Liens and the Third Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the First Lien ObligationsPriority Claims and the Third Priority Claims, shall be automatically, unconditionally and simultaneously released, and the First Lien Collateral Agent shallPriority Agent, for itself and on behalf of the other First Lien Priority Secured Parties and the Third Priority Agent, for itself and on behalf of the other Third Priority Secured Parties, shall promptly execute and deliver to the Second Lien Collateral Priority Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the Second Lien Collateral Priority Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such release; provided that so long as the Discharge of First Lien Obligations Priority Claims has not occurred, the proceeds of, or payments with respect to, any Second Lien Priority Release that are received by the Second Lien Collateral Priority Agent or any other Second Lien Priority Secured Party, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties in accordance with Section 4.024.02(a); provided further, however, that the First Priority Lender shall not be obligated to release the First Priority Liens on any Collateral in connection with any sale or other Disposition of Collateral to a Second Priority Secured Party or an affiliate thereof or any other transaction other than a sale of such Collateral to a third Person with respect to which at least 75% of the consideration therefor consists of cash and cash equivalents.