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

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 permitted pursuant to Section 10.2.9 or 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; or (d) subject to Section 15.1, with the consent of Required Lenders. Secured Parties authorize Administrative Agent to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Administrative Agent has no obligation to assure that any Collateral exists or is owned by an 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.

Appears in 4 contracts

Samples: Loan and Security Agreement (Key Energy Services Inc), Loan and Security Agreement (Key Energy Services Inc), Loan Agreement (Key Energy Services Inc)

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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 to Agent is a disposition permitted pursuant to Section 10.2.9 hereunder 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 have, when aggregated with all other released Collateral under this clause (c) in any calendar year, a material part of the Collateralbook value greater than $5,000,000; or (d) subject to Section 15.1, with the written consent of Required all Lenders. Secured Parties authorize Administrative Agent to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunderpermitted under Section 10.2.1(j). Administrative Agent has shall have no obligation to assure that any Collateral exists or is owned by an Obligora Borrower, or is cared for, protected protected, insured or insuredencumbered, 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.

Appears in 4 contracts

Samples: Loan and Security Agreement (Callaway Golf Co), Loan and Security Agreement (Callaway Golf Co), Loan and Security Agreement (Callaway Golf Co)

Lien Releases; Care of Collateral. Secured Parties Lenders 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 an Asset Disposition which Borrower Agent certifies in writing to Agent is an a Permitted Asset Disposition permitted pursuant to Section 10.2.9 or a Lien which Borrower Agent certifies 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 Collateral with a material part value in excess of the Collateral$10,000,000 in any Fiscal Year; or (d) subject to Section 15.1, with the written consent of Required all Lenders. Secured Parties authorize Administrative Agent to subordinate its Liens shall have no obligation whatsoever to any Purchase Money Lien or other Lien entitled to priority hereunder. Administrative Agent has no obligation Lenders to assure that any Collateral exists or is owned by an Obligora Credit Party, or is cared for, protected protected, insured or insuredencumbered, 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.

Appears in 3 contracts

Samples: Loan and Security Agreement (Lawton Surgery Investment Company, LLC), Loan and Security Agreement (Capella Healthcare, Inc.), Loan and Security Agreement (NPMC Holdings, LLC)

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 Obligors certify in writing is an a Permitted Asset Disposition permitted pursuant to Section 10.2.9 or a Permitted Lien entitled to priority over Administrative Agent’s Liens (and Administrative Agent may rely conclusively on any such certificate without further inquiry) (provided, however, all Liens granted on assets sold or transferred under a Permitted Asset Disposition shall be automatically released upon such Permitted Asset Disposition); (c) that does not constitute a material part of the Collateral; or (dc) subject to Section 15.1, with the consent of Required Lenders. Secured Parties authorize Administrative Agent to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Administrative Agent has no obligation to assure that any Collateral exists or is owned by an 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.

Appears in 2 contracts

Samples: Loan, Guaranty and Security Agreement (Guess Inc), Guaranty and Security Agreement (Guess Inc)

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 permitted pursuant which Borrowers certify in writing to Section 10.2.9 Agent is a Permitted Asset Disposition 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 Collateral with a material part of book value greater than $10,000,000 in the Collateralaggregate released during any 6-month period (other than with respect to owned Real Estate); or (d) subject to Section 15.1, with the written consent of Required all Lenders. Secured Parties authorize Administrative Agent to subordinate its their Liens to any Purchase Money Lien or other Lien entitled to priority permitted hereunder. Administrative Agent has shall have no obligation to assure that any Collateral exists or is owned by an Obligora Borrower, 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.

Appears in 2 contracts

Samples: Loan and Security Agreement (Conns Inc), Loan and Security Agreement (Conns Inc)

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Lien Releases; Care of Collateral. Secured Parties Lenders 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 an Asset Disposition which Borrower Agent certifies in writing to Agent is an a Permitted Asset Disposition permitted pursuant to Section 10.2.9 or a Lien which Borrower certifies 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; or (d) subject to Section 15.1having a book value less than $5,000,000 during any calendar year, with the written consent of the Required Lenders, or with a book value in excess thereof, with the written consent of all Lenders. Secured Parties authorize Administrative Agent to subordinate its Liens shall have no obligation whatsoever to any Purchase Money Lien or other Lien entitled to priority hereunder. Administrative Agent has no obligation Lenders to assure that any Collateral exists or is owned by an ObligorBorrower, or is cared for, protected protected, insured or insuredencumbered, 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.

Appears in 1 contract

Samples: Loan and Security Agreement (Merix Corp)

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 Borrowers certify in writing is an Asset Disposition asset disposition permitted pursuant to by Section 10.2.9 10.2.5 or a Permitted Lien Encumbrance 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; (d) that is required to be released pursuant to the terms of the Intercreditor Agreement; or (de) subject to Section 15.114.1, with the consent of Required Lenders. Secured Parties authorize Administrative Agent to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Administrative Agent has no obligation to assure that any Collateral exists or is owned by an 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.

Appears in 1 contract

Samples: Loan Agreement (Horizon Global Corp)

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 permitted pursuant which Borrowers certify in writing to Section 10.2.9 Agent is a Permitted Asset Disposition 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 Collateral with a material part of book value greater than $5,000,000 in the Collateralaggregate released during any 6 month period (other than with respect to owned Real Estate); or (d) subject to Section 15.1, with the written consent of Required all Lenders. Secured Parties authorize Administrative Agent to subordinate its their Liens to any Purchase Money Lien or other Lien entitled to priority permitted hereunder. Administrative Agent has shall have no obligation to assure that any Collateral exists or is owned by an Obligora Borrower, 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.

Appears in 1 contract

Samples: Loan and Security Agreement (Conns Inc)

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