Common use of Lien Releases; Care of Collateral Clause in Contracts

Lien Releases; Care of Collateral. Secured Parties authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrowers certify in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral (except as permitted by Section 14.1.1(d)(iv) to the extent permitted with the consent of the Required Lenders); or (d) with the written consent of all Lenders. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien permitted hereunder. Agent shall have no obligation to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected or insured, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Secured Parties authorize Administrative Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of a disposition or Lien that Borrower Agent certifies in writing is an Asset Disposition which Borrowers certify in writing permitted pursuant to Agent is a Permitted Asset Disposition Section 10.2.9 or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Administrative Agent’s Liens (and Administrative Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral (except as permitted by Section 14.1.1(d)(iv) to the extent permitted with the consent of the Required Lenders)Collateral; or (d) subject to Section 15.1, with the written consent of all Required Lenders. Secured Parties authorize Administrative Agent to subordinate its Liens to any Purchase Money Lien permitted or other Lien entitled to priority hereunder. Administrative Agent shall have has no obligation to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected or insured, nor to assure that Administrative Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Secured Parties authorize Agent to release any Lien with respect to on any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which a disposition or Lien that Borrowers certify in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral (except as permitted by Section 14.1.1(d)(iv) to the extent permitted with the consent of the Required Lenders)Collateral; or (d) subject to Section 14.1, with the written consent of all Required Lenders, and to execute in connection with such events such payoff letters and related documentation in form and substance satisfactory to Agent in its sole discretion, as shall in Agent's sole discretion be deemed advisable. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien permitted or other Lien entitled to priority hereunder. Agent shall have has no obligation to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected or insured, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Secured Parties authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrowers certify in writing to Agent is a Permitted Asset Disposition disposition permitted hereunder or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute have, when aggregated with all other released Collateral under this clause (c) in any calendar year, a material part of the Collateral (except as permitted by Section 14.1.1(d)(iv) to the extent permitted with the consent of the Required Lenders)book value greater than $5,000,000; or (d) with the written consent of all Lenders. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien permitted hereunderunder Section 10.2.1(j). Agent shall have no obligation to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected protected, insured or insuredencumbered, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Secured Parties Lenders authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrowers certify in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); or (c) that does not constitute a material part of the Collateral (except as permitted by Section 14.1.1(d)(iv) to the extent permitted with the consent of the Required Lenders); or (d) with the written consent of the Required Lenders (or all Lenders. Secured Parties authorize Agent Lenders to subordinate its Liens to any Purchase Money Lien permitted hereunderthe extent required by Section 14.1(d)). Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected protected, insured or insuredencumbered, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Secured Parties authorize Agent to release (and Agent shall release) any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which a disposition or Lien that Borrowers certify in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) subject to Section 14.1.1(c), that does not constitute a material part of the Collateral (except as permitted by Section 14.1.1(d)(iv) to the extent permitted with the consent of the Required Lenders)Collateral; or (d) subject to Section 14.1.1(c), with the written consent of all Required Lenders. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or other Lien expressly permitted hereunderhereunder to have priority over Agent’s Liens. Agent shall have no obligation to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected or insured, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Secured Parties authorize Agent to release (and Agent shall release) any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which a disposition or Lien that Borrowers certify in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) subject to Section 14.1.1(c), that does not constitute a material part of the Collateral (except as permitted by Section 14.1.1(d)(iv) to the extent permitted with the consent of the Required Lenders)Collateral; or (d) subject to Section 14.1.1(c), with the written consent of all Required Lenders. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or other Lien expressly permitted hereunderhereunder to have priority over Agent’s Liens. Agent shall have no obligation to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected or insured, nor to assure that Agent’s 's Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Secured Parties Lenders authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrowers certify in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral (except as permitted by Section 14.1.1(d)(iv) to the extent permitted with the consent of the Required Lenders); or (d) with the written consent of all Lenders. Secured Parties Lenders authorize Agent to subordinate its Liens to any Purchase Money Lien permitted hereunder. Agent shall have no obligation to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected or insured, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. (a) Secured Parties authorize Agent and Security Trustee to release any Lien with respect to any Collateral (ai) upon Full Payment of the ObligationsObligations or in connection with a liquidation or dissolution permitted under Section 10.2.7; (bii) that is the subject of an Asset Disposition which Borrowers certify applicable Borrower Agent certifies in writing to Agent is subject to a Permitted Asset Disposition disposal permitted under Section 10.2.5 or a Lien which Borrowers certify the applicable Borrower Agent certifies is a Permitted Lien permitted under Section 10.2.2 and entitled to priority over Agent’s and Security Trustee’s Liens (including any subordination or release contemplated by Section 10.2.1(m)) (and Agent or Security Trustee, as applicable, may rely conclusively on any such certificate without further inquiry); (ciii) that does not constitute a material part of the Collateral Collateral; (except as permitted by Section 14.1.1(d)(iviv) to the extent permitted following an Event of Default, in connection with the consent of the Required Lenders)an enforcement action and realization on Collateral; or (dv) with the written consent of the Required Lenders; provided that, a release of all or substantially all of the Collateral shall require the written consent of all Lenders. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien permitted hereunder. Agent shall have no obligation to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected or insured, nor to assure that Agent’s or any Security Trustee’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

Lien Releases; Care of Collateral. Secured Parties authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which a disposition or Lien that Borrowers certify in writing to Agent is an asset disposition permitted by Section 10.2.5 or a Permitted Asset Disposition or a Lien which Borrowers certify is a Permitted Lien Encumbrance entitled to priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral Collateral; (except as permitted by Section 14.1.1(d)(ivd) that is required to be released pursuant to the extent permitted terms of the Intercreditor Agreement; or (e) subject to Section 14.1, with the consent of the Required Lenders); or (d) with the written consent of all Lenders. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien permitted or other Lien entitled to priority hereunder. Agent shall have has no obligation to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected or insured, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.