Common use of Agreement to Release Liens Clause in Contracts

Agreement to Release Liens. In the event that a Company desires to sell any of the Collateral (including the equity interests of a Company) and Agent (acting at the written direction of the Required Senior Lenders (or such other group or percentage of Senior Lenders as provided under the Senior Debt Documents)) consents to such sale in accordance with the terms of the Senior Debt Documents, and, in connection with such sale, the Agent, for itself and/or on behalf of the Senior Lenders, releases its Liens or security interests on such Collateral, Subordinated Agent shall be deemed to have consented to such sale and such sale shall be free and clear of any and all Liens and security interests of Subordinated Agent in such Collateral (and if such sale involves the disposition of the equity of a Company or any subsidiary thereof, Subordinated Agent shall release such Company and/or such subsidiary from any guaranty or other obligation owing to or held by Subordinated Agent or any other Subordinated Secured Party and from all related Liens and security interests) and any purchaser of any Collateral may rely on this Agreement as evidence of Subordinated Agent’s and Subordinated Lenders’consent to such sale and that such sale is free and clear of any Liens and security interests of Subordinated Agent in such Collateral (and if such sale involves the disposition of the equity of a Company or any subsidiary thereof,that such Company and/or such subsidiary is released from any guaranty or other obligation owing to or held by Subordinated Agent or any other Subordinated Secured Party); provided, that (x) the net cash proceeds of the sale or other disposition of the Collateral shall be applied pursuant to Section 2.11, (y) to the extent any net cash proceeds are received by the Agent in connection with the taking of any Enforcement Action by the Agent, such net cash proceeds shall permanently repay the Senior Debt, and (z) other than in connection with the taking of any Enforcement Action by the Agent, such disposition and release shall have been permitted by and in accordance to the terms of, the Subordinated Debt Documents (regardless of the existence of an Event of Default(as defined in the Senior Credit Agreement)). Any release or deemed release of Liens and security interests by the Subordinated Agent or any Subordinated Lender under this paragraph shall not extend to its rights (if any) otherwise existing under applicable law and/or the Subordinated Debt Documents as to the proceeds of such sale or disposition or release of Collateral. Subordinated Agent agrees to execute such releases with respect to the Collateral to be sold as Agent (acting at the written direction of the Required Senior Lenders) reasonably requests at the sole expense of the Companies; provided, that the failure of Subordinated Agent to execute such releases shall not affect the right of the purchaser of such Collateral to rely on this Agreement.

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 a Company desires the Preferred A Holder agrees to sell 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 (including is sold or retained pursuant to a foreclosure or similar action, the equity interests of a Company) Lenders and Agent (acting at the written direction of the Required Senior Lenders (or such other group or percentage of Senior Lenders as provided under the Senior Debt Documents)) consents 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 Documents, and, in connection with until such sale, the Agent, for itself and/or on behalf of time as the Senior Lenders, releases its Liens or security interests on such Collateral, Subordinated Agent shall be deemed to have consented to such sale and such sale shall be free and clear of any and all Liens and security interests of Subordinated Agent A Debt has been paid in such Collateral (and if such sale involves the disposition of the equity of a Company or any subsidiary thereof, Subordinated Agent shall release such Company and/or such subsidiary from any guaranty or other obligation owing to or held by Subordinated Agent or any other Subordinated Secured Party and from all related Liens and security interests) and any purchaser of any Collateral may rely on this Agreement as evidence of Subordinated Agent’s and Subordinated Lenders’consent to such sale and that such sale is free and clear of any Liens and security interests of Subordinated Agent in such Collateral (and if such sale involves the disposition of the equity of a Company or any subsidiary thereof,that such Company and/or such subsidiary is released from any guaranty or other obligation owing to or held by Subordinated Agent or any other Subordinated Secured Party); provided, that (x) the net cash proceeds of the sale or other disposition of the Collateral shall be applied pursuant to Section 2.11, (y) to the extent any net cash proceeds are received by the Agent in connection with the taking of any Enforcement Action by the Agent, such net cash proceeds shall permanently repay the Senior Debt, and (z) other than in connection with the taking of any Enforcement Action by the Agent, such disposition and release shall have been permitted by and in accordance to the terms of, the Subordinated Debt Documents (regardless of the existence of an Event of Default(as defined in the Senior Credit Agreement)). Any release or deemed release of Liens and security interests by the Subordinated Agent or any Subordinated Lender under this paragraph shall not extend to its rights (if any) otherwise existing under applicable law and/or the Subordinated Debt Documents as to the proceeds of such sale or disposition or release of Collateral. Subordinated Agent agrees to execute such releases with respect to the Collateral to be sold as Agent (acting at the written direction of the Required Senior Lenders) reasonably requests at the sole expense of the Companies; provided, that the failure of Subordinated Agent to execute such releases shall not affect the right of the purchaser of such Collateral to rely on this Agreementfull.

Agreement to Release Liens. Notwithstanding anything to the contrary contained in any agreement between the Subordinated Lender and the Debtors, until the Senior Secured Debt Obligations have been Paid in Full, only the Senior Collateral Agent 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. Any such action may be taken by the Senior Collateral Agent without any consultation with or the consent of the Subordinated Lender. In the event that a Company desires the Senior Collateral Agent releases or agrees to sell 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 (including is sold or retained pursuant to a foreclosure or similar action, the equity interests of a Company) and Agent (acting at the written direction of the Required Senior Lenders (or such other group or percentage of Senior Lenders as provided under the Senior Debt Documents)) consents Subordinated Lender shall be deemed to consent to such sale or other disposition and the Subordinated Lender’s Liens on and security interest in the Collateral to be sold or retained may be released without the need for any further consent or action from the Subordinated Lender. 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 Secured Debt Documents, and, in connection with Documents until such sale, the Agent, for itself and/or on behalf of time as the Senior Lenders, releases its Liens or security interests on such Collateral, Subordinated Agent shall be deemed to Secured Debt Obligations have consented to such sale been Paid in Full and such sale shall be free and clear of any and all Liens and security interests of Subordinated Agent in such Collateral (and if such sale involves the disposition of the equity of a Company or any subsidiary thereof, Subordinated Agent shall release such Company and/or such subsidiary from any guaranty or other obligation owing to or held by Subordinated Agent or any other Subordinated Secured Party and from all related Liens and security interests) and any purchaser of any Collateral may rely on this Agreement as evidence of Subordinated Agent’s and Subordinated Lenders’consent to such sale and that such sale is free and clear of any Liens and security interests of Subordinated Agent in such Collateral (and if such sale involves the disposition of the equity of a Company or any subsidiary thereof,that such Company and/or such subsidiary is released from any guaranty or other obligation owing to or held by Subordinated Agent or any other Subordinated Secured Party); provided, that (x) the net cash proceeds of the sale or other disposition of the Collateral thereafter shall be applied pursuant to Section 2.11, (y) to the extent any net cash proceeds are received by the Agent in connection accordance with the taking terms of any Enforcement Action by the Agent, Subordinated Note Documents until such net cash proceeds shall permanently repay time as the Senior Debt, and (z) other than in connection with the taking of any Enforcement Action by the Agent, such disposition and release shall Subordinated Obligations have been permitted by and paid in accordance to the terms of, the Subordinated Debt Documents (regardless of the existence of an Event of Default(as defined in the Senior Credit Agreement)). Any release or deemed release of Liens and security interests by the Subordinated Agent or any Subordinated Lender under this paragraph shall not extend to its rights (if any) otherwise existing under applicable law and/or the Subordinated Debt Documents as to the proceeds of such sale or disposition or release of Collateral. Subordinated Agent agrees to execute such releases with respect to the Collateral to be sold as Agent (acting at the written direction of the Required Senior Lenders) reasonably requests at the sole expense of the Companies; provided, that the failure of Subordinated Agent to execute such releases shall not affect the right of the purchaser of such Collateral to rely on this Agreementfull.

Agreement to Release Liens. Notwithstanding anything to the contrary contained in any agreement between the Subordinated Lender and the Debtors, until the Senior Secured Debt Obligations have been Paid in Full, only the Senior Secured Parties 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. Any such action may be taken by the Senior Secured Parties without any consultation with or the consent of the Subordinated Lender. In the event that a Company desires the Senior Secured Parties releases or agrees to sell release any of their Liens or security interests in any portion of the Collateral in connection with the sale or other disposition thereof, or any of the Collateral (including is sold or retained pursuant to a foreclosure or similar action, the equity interests of a Company) and Agent (acting at the written direction of the Required Senior Lenders (or such other group or percentage of Senior Lenders as provided under the Senior Debt Documents)) consents Subordinated Lender shall be deemed to consent to such sale or other disposition and the Subordinated Lender’s Liens on and security interest in the Collateral to be sold or retained may be released without the need for any further consent or action from the Subordinated Lender. 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 Secured Debt Documents, and, in connection with Documents until such sale, the Agent, for itself and/or on behalf of time as the Senior Lenders, releases its Liens or security interests on such Collateral, Subordinated Agent shall be deemed to Secured Debt Obligations have consented to such sale been Paid in Full and such sale shall be free and clear of any and all Liens and security interests of Subordinated Agent in such Collateral (and if such sale involves the disposition of the equity of a Company or any subsidiary thereof, Subordinated Agent shall release such Company and/or such subsidiary from any guaranty or other obligation owing to or held by Subordinated Agent or any other Subordinated Secured Party and from all related Liens and security interests) and any purchaser of any Collateral may rely on this Agreement as evidence of Subordinated Agent’s and Subordinated Lenders’consent to such sale and that such sale is free and clear of any Liens and security interests of Subordinated Agent in such Collateral (and if such sale involves the disposition of the equity of a Company or any subsidiary thereof,that such Company and/or such subsidiary is released from any guaranty or other obligation owing to or held by Subordinated Agent or any other Subordinated Secured Party); provided, that (x) the net cash proceeds of the sale or other disposition of the Collateral thereafter shall be applied pursuant to Section 2.11, (y) to the extent any net cash proceeds are received by the Agent in connection accordance with the taking terms of any Enforcement Action by the Agent, Subordinated Note Documents until such net cash proceeds shall permanently repay time as the Senior Debt, and (z) other than in connection with the taking of any Enforcement Action by the Agent, such disposition and release shall Subordinated Obligations have been permitted by and paid in accordance to the terms of, the Subordinated Debt Documents (regardless of the existence of an Event of Default(as defined in the Senior Credit Agreement)). Any release or deemed release of Liens and security interests by the Subordinated Agent or any Subordinated Lender under this paragraph shall not extend to its rights (if any) otherwise existing under applicable law and/or the Subordinated Debt Documents as to the proceeds of such sale or disposition or release of Collateral. Subordinated Agent agrees to execute such releases with respect to the Collateral to be sold as Agent (acting at the written direction of the Required Senior Lenders) reasonably requests at the sole expense of the Companies; provided, that the failure of Subordinated Agent to execute such releases shall not affect the right of the purchaser of such Collateral to rely on this Agreementfull.

Agreement to Release Liens. Notwithstanding anything to the contrary contained in any agreement between the Existing Lenders or the New Lender and the Borrower, there shall be no 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 the unanimous approval of the Existing Lenders and the New Lender. In the event the New Lender assigns, sells, or transfer the New Note, any approval or waiver required herein shall require only that percentage or amount required in the assignment, sale or transfer for approval of any matter hereunder, including without limitation, any lien release, and each such New Note holder shall be entitled to the pro-rata rights and benefits of the New Lender provided herein as if named herein directly. In the event that a Company desires Collateral Agent is appointed and the Collateral Agent releases or agrees to sell 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 (including is sold or retained pursuant to a foreclosure or similar action, the equity interests of a Company) and Agent (acting at the written direction of the Required Senior Lenders (or such other group or percentage of Senior Lenders as provided under the Senior Debt Documents)) consents shall promptly consent to such sale or other disposition and promptly execute and deliver to the Collateral Agent such consent to such sale other disposition, termination statements and releases as the Collateral Agent shall reasonably request to effect the release of the Liens and security interests of the Lenders 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 Debt Documents, and, in connection with such sale, the Agent, for itself and/or on behalf of the Senior Lenders, releases its Liens or security interests on such Collateral, Subordinated Agent shall be deemed to have consented to such sale Loan Documents and such sale shall be free and clear of any and all Liens and security interests of Subordinated Agent in such Collateral (and if such sale involves the disposition of the equity of a Company or any subsidiary thereof, Subordinated Agent shall release such Company and/or such subsidiary from any guaranty or other obligation owing to or held by Subordinated Agent or any other Subordinated Secured Party and from all related Liens and security interests) and any purchaser of any Collateral may rely on this Agreement as evidence of Subordinated Agent’s and Subordinated Lenders’consent to such sale and that such sale is free and clear of any Liens and security interests of Subordinated Agent in such Collateral (and if such sale involves the disposition of the equity of a Company or any subsidiary thereof,that such Company and/or such subsidiary is released from any guaranty or other obligation owing to or held by Subordinated Agent or any other Subordinated Secured Party); provided, that (x) the net cash proceeds of the sale or other disposition of the Collateral shall be applied pursuant to Section 2.11, (y) to the extent any net cash proceeds are received by the Agent in connection with the taking of any Enforcement Action by the Agent, such net cash proceeds shall permanently repay the Senior Debt, and (z) other than in connection with the taking of any Enforcement Action by the Agent, such disposition and release shall have been permitted by and in accordance to the terms of, the Subordinated Debt Documents (regardless of the existence of an Event of Default(as defined in the Senior Credit Agreement)). Any release or deemed release of Liens and security interests by the Subordinated Agent or any Subordinated Lender under this paragraph shall not extend to its rights (if any) otherwise existing under applicable law and/or the Subordinated Debt Documents as to the proceeds of such sale or disposition or release of Collateral. Subordinated Agent agrees to execute such releases with respect to the Collateral to be sold as Agent (acting at the written direction of the Required Senior Lenders) reasonably requests at the sole expense of the Companies; provided, that the failure of Subordinated Agent to execute such releases shall not affect the right of the purchaser of such Collateral to rely on this Agreement.