Agreement to Release Liens. Notwithstanding anything to the contrary contained in any agreement between the Lenders, the Preferred B Holder, and the Borrower, until the Preferred A Debt has been paid in full, only the Preferred A Holder shall have the right to restrict or permit, or approve or disapprove, the sale, transfer, release or other disposition of the Collateral or take any action with respect to the Collateral without any consultation with or the consent of the Lenders and the Preferred B Holder. In the event that the Preferred A Holder agrees to release any of its liens or security interests in any portion of the Collateral in connection with the sale or other disposition thereof, or any of the Collateral is sold or retained pursuant to a foreclosure or similar action, the Lenders and the Preferred B Holder, shall promptly consent to such sale or other disposition and promptly execute and deliver to the Preferred A Holder such consent to such sale other disposition, termination statements and releases as the Lenders or the Preferred B Holder shall reasonably request to effect the release of the liens and security interests of the Lenders or the Preferred B Holder in such Collateral. In the event of any sale, transfer, or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms of the Senior A Debt until such time as the Senior A Debt has been paid in full. 11.
Agreement to Release Liens. Trade Creditor agrees that it will (if requested to do so by Agent after and during the continuance of an Event of Default under the Senior Creditor Documents) release its Liens in any Collateral in connection with and in order to facilitate any orderly liquidation sale of such Collateral by any Borrower or any bankruptcy trustee or receiver for such Borrower, and promptly upon the request of Agent, it will execute and deliver such documents, instruments and agreements as are necessary to effectuate such release and to evidence such release in the appropriate public records, provided that the net proceeds from any such sale or other disposition are to be applied in reduction of the Senior Obligations (with any excess after the Senior Obligations have been paid in full to be turned over to Trade Creditor, to the extent not otherwise prohibited by applicable law).
Agreement to Release Liens. Junior Creditor agrees that it will (if requested to do so by Agent after and during the continuance of an Event of Default under the Senior Creditor Documents) release its Liens, if any, in any Collateral in connection with and in order to facilitate any orderly liquidation sale of such Collateral by Eltrax or any other Borrower or any bankruptcy trustee or receiver for any Borrower, and promptly upon the request of Agent, it will execute and deliver such documents, instruments and agreements as are necessary to effectuate such release and to evidence such release in the appropriate public records. Notwithstanding the foregoing, the Lien, if any, granted to Junior Creditor shall, subject to all of the provisions of this Agreement, continue in the proceeds of any such Collateral if such proceeds are not applied to the Senior Creditor Obligations in accordance with the terms of the Senior Creditor Documents.
Agreement to Release Liens. If requested to do so by Senior Creditor after and during the continuance of a Default under the Senior Creditor Documents and for so long as any Priority Senior Debt is outstanding, Subordinate Creditor agrees that it will release its Liens upon any Collateral simultaneously with and in order to facilitate an Enforcement Action by Senior Creditor, an orderly liquidation or going concern sale or other disposition of such Collateral by an Obligor (whether prior to or during the pendency of any Insolvency Proceeding), or a sale or other disposition by a bankruptcy trustee or receiver for an Obligor or its assets; and promptly upon the request of Senior Creditor, Subordinate Creditor will execute and deliver such documents, instruments and agreements as are necessary to effectuate such release and to evidence such release in the appropriate public records. Notwithstanding the foregoing, any Lien of Subordinate Creditor shall, subject to all of the provisions of this Agreement, continue in the Proceeds of any such Collateral until applied to the Senior Debt.
Agreement to Release Liens. The Trade Creditor agrees that it will (if requested to do so by the Agent after and during the continuance of an Event of Default under the Senior Creditor Documents) release, discharge, and terminate its Liens on any Collateral in connection with and in order to facilitate any orderly liquidation sale of such Collateral by any Loan Party or any bankruptcy trustee, receiver, interim receiver, monitor, or other similar custodian for such Loan Party, and promptly upon the request of the Agent, it will execute and deliver such documents, instruments and agreements as are necessary to effectuate such release, discharge, and termination and to evidence such release, discharge, and termination in the appropriate public records, provided that the net proceeds from any such sale or other disposition are to be applied in reduction of the Senior Obligations (with any excess after the Senior Obligations have been paid in full to be turned over to the Trade Creditor, to the extent not otherwise prohibited by applicable law).
Agreement to Release Liens. Until the Senior Debt has been indefeasibly paid in full in cash and all lending commitments under the Senior Loan Documents have terminated, all obligations under the Subordinated Debt Documents shall be unsecured. In the event that Subordinated Lender is granted or obtains a security interest in or lien on any additional collateral of the Obligors as security for the Subordinated Debt, Subordinated Lender shall take all such actions necessary to release its security interest or lien and until such time that the security interest or lien is released, such security interest or lien shall be absolutely and unconditionally subject and subordinate in all respects to any security interest and/or lien which Senior Agent may have or hereafter acquires in the same collateral.
Agreement to Release Liens. In the event that Prestige releases or agrees to release any of its Liens in any Parent Collateral in connection with the sale or other disposition thereof or any such Parent Collateral is sold or retained pursuant to a foreclosure or similar action, Agent and each New Lender shall promptly execute and deliver such termination statements and releases as Prestige shall reasonably request to effect the release of the Liens of New Lenders and Agent in such Parent Collateral.
Agreement to Release Liens a. Subordinated Creditor agrees that it will, upon Senior Creditor's request and whether or not an Event of Default exists, release its Liens in any Equipment concurrently with Senior Creditor's release of its Lien therein in connection with Borrowers' authorized disposition of such Equipment pursuant to the terms of the Senior Creditor Loan Documents as in effect on the date hereof.
Agreement to Release Liens. Notwithstanding anything to the contrary contained in any agreement between any Second Lien Creditor and Endologix, until the First Lien Obligations have been Paid in Full, only the First Lien Agents (and each of them) shall have the right to restrict or permit, or approve or disapprove, the sale, transfer, release or other disposition of the Collateral or take any action with respect to the Collateral, which right any of the First Lien Agents may exercise without any consultation with or consent of the Second Lien Agent or any Second Lien Creditor. In the event that any of the First Lien Agents releases or agrees to release any of its Liens or security interests in any portion of the Collateral in connection with the sale or other disposition thereof, or any of the Collateral is sold or retained pursuant to a foreclosure or similar action, the liens securing the Second Lien Obligations shall automatically be released and the Second Lien Agent for itself and on behalf of each Second Lien Creditor shall promptly consent to such sale or other disposition and promptly execute and deliver to such First Lien Agent such consent to such sale or other disposition, any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section, including authorizing such First Lien Agent to file any terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”), as such First Lien Agent shall reasonably request to effect the release of the Liens and security interests of the Second Lien Agent in such Collateral. In the event of any sale, transfer or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms of the First Lien Loan Documents until such time as the First Lien Obligations have been Paid in Full.
Agreement to Release Liens. Until all Senior Debt has been Paid in Full, the Earnout Amount shall not be secured by any liens or security interests on any assets of Parent, the Company, any of their Subsidiaries or any other Person, nor shall the obligation of Parent to pay the Earnout Amount be guaranteed by any Person, and any liens and security interests of any Company Stockholder, Company Optionholder or RSU Holder in any such assets which may exist in breach of the foregoing shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Senior Agent and Senior Lenders in the assets of Parent, the Company and their Subsidiaries, regardless of the time, manner or order of perfection of any such liens and security interests. No Company Stockholder, Company Optionholder or RSU Holder shall be permitted to contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Senior Agent and Senior Lenders in the assets securing the Senior Debt. In the event that any Company Stockholder, Company Optionholder or RSU Holder obtains any liens or security interests in any such assets notwithstanding the prohibitions set forth herein, such Company Stockholder, Company Optionholder or RSU Holder shall be obligated to promptly execute and deliver to Senior Agent such termination statements and releases as Senior Agent shall request to effect the release of the liens and security interests of such Company Stockholder, Company Optionholder or RSU Holder in such assets. In furtherance of the foregoing, Senior Agent is irrevocably appointed as each Company Stockholder’s, each Company Optionholder’s and each RSU Holder’s attorney-in-fact, with full power of substitution and with full authority in the place and stead of each Company Stockholder, each Company Optionholder and each RSU Holder and in the name of each Company Stockholder, each Company Optionholder and each RSU Holder or otherwise, to execute and deliver any document or instrument which any Company Stockholder, Company Optionholder or RSU Holder may be required to deliver pursuant to this Section 7.2(g)(vi).
