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

Lien Releases; Care of Collateral. (A) Purchasers authorize Agent to release any Lien with respect to any Collateral (i) upon full and final cash payment of all Secured Obligations; (ii) that is the subject of an asset disposition to a non-party which the Company certify in writing to Agent is a Permitted Transfer or a Lien which the Company certifies is a Permitted Lien entitled to priority over Agent’s Liens and should not constitute Collateral under the terms hereof (and Agent may rely conclusively on any such certificate without further inquiry); (iii) that does not constitute a material part of the Collateral; or (iv) with the written consent of all Purchasers. Agent and the Purchasers agree that Agent shall at Company’s expense execute and deliver all documents reasonably requested by the Company to effect or otherwise evidence such release described above (and, if requested by Agent in connection with such execution and delivery, the Company shall certify to Agent that any applicable sale or disposition is being made in compliance with the terms of this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry)). Any such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Company in respect of) all interests retained by the Company, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Lien Releases; Care of Collateral. (Aa) Purchasers Lenders authorize Agent to release any Lien with respect to any Collateral (i) upon full and final cash payment of all Secured Obligations; (ii) that is the subject of an asset disposition to a non-party Borrower which the Company Borrowers certify in writing to Agent is a Permitted Transfer or a Lien which the Company certifies Borrowers certify is a Permitted Lien entitled to priority over Agent’s Liens and should not constitute Collateral under the terms hereof (and Agent may rely conclusively on any such certificate without further inquiry); (iii) that does not constitute a material part of the Collateral; or (iv) with the written consent of all PurchasersLenders; or (v) owned by a Borrower which is released from its Secured Obligations in accordance with Section 7.12, and Lenders authorize Agent to release a Borrower from its Secured Obligations in accordance with Section 7.12. Agent and the Purchasers Lenders agree that Agent shall at Company’s expense execute and deliver all documents reasonably requested by the Company any Borrower to effect or otherwise evidence such release described in clauses (i), (ii), (iv) or (v) above (and, if requested by Agent in connection with such execution and delivery, the Company Borrowers shall certify to Agent that any applicable sale or disposition is being made in compliance with the terms of this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry)). Any such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Company Borrowers in respect of) all interests retained by the CompanyBorrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.