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; 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 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; 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 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 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) that does not constitute a material part of the Collateral; or (d) subject to Section 14.1, with the written consent of all Required 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 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 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 CollateralCollateral (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 Agent to release any Lien with respect to any Collateral Collateral: (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrowers certify a disposition or Lien that any Borrower certifies 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 '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; or (d) subject to Section 13.1, with the written consent of all Required 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 '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) that does not constitute a material part of the Collateral; or (d) subject to Section 14.1, with the written consent of all Required 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 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 Collateral: (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrowers certify a disposition or Lien that any Borrower certifies 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; or (d) subject to Section 13.1, with the written consent of all Required 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.

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; , 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 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 Lenders authorize each 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 Administrative Agent is a Permitted Asset Disposition permitted pursuant to the terms of this Agreement or a Lien which Borrowers certify is a Permitted Lien entitled to priority over any Agent’s Liens (and each Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral; or (d) with the written consent of all Lenders. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien permitted hereunder. No Agent shall have no any 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 such 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; 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 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 Borrower Agent certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify Borrower Agent certifies 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 Collateral with a material part value in excess of the Collateral$10,000,000 in any Fiscal Year; 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a BorrowerCredit Party, 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 Collateral 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 Collateral Agent is a Permitted Asset Disposition or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Collateral Agent’s Liens (and Collateral Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral; or (d) with the written consent of all Lenders. Secured Parties authorize Collateral Agent to subordinate its Liens to any Purchase Money Lien permitted hereunder. Collateral 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 Collateral 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); (c) that does not constitute a material part of the Collateral; 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. 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 a Disposition which Borrowers certify in writing to Agent is a Permitted Asset an Excluded 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 is the subject of any other Disposition permitted by Section 10.2.5 or otherwise consented to by the Collateral; 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 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 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 Borrower certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify Borrower certifies 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; 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligated Party, 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 or subordinate 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 permitted by the Loan Documents or by consent of the Required Lenders 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; 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 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 Lenders authorize Agent to release any Guaranty with respect to a Material Subsidiary and 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 Borrower certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify Borrower certifies 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; 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 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 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 Borrower certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify Borrower certifies 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; 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 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 on any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrowers certify in writing a disposition that is permitted hereunder (other than 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 inquiryanother Obligor); (c) that does not constitute a material part of the Collateral; or (d) with the written consent of all 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 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 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 Borrower certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify Borrower certifies 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; , 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected protected, insured or insuredencumbered, nor to assure that Agent’s Liens have been properly created, perfected perfected, rendered opposable 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 Borrower Agent certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers Obligors 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 in any Fiscal Year having an aggregate value not constitute a material part in excess of the Collateral$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 hereunder. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, 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, an Asset Disposition permitted by Section 10.2.5 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; 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 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 Lenders authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment the occurrence of both payment, in full, in cash of the Obligations (other than unmatured Contingent Obligations; ) and the occurrence of the Commitment Termination Date, (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; , 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, 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 '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; , 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 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 '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 a Disposition which Borrowers certify in writing to Agent is a Permitted Asset an Excluded 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 is the subject of any other Disposition permitted by Section 10.2.5 or otherwise consented to by the Collateral; Required Lenders, or (d) with the written consent of Required Lenders (provided that the 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 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 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 Borrower certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify Borrower certifies is a Permitted Lien entitled to priority over Agent’s '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; 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 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 '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) that does not constitute a material part of the Collateral; or (d) subject to Section 14.1, with the written consent of all Required 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 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 Borrower certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify Borrower certifies 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; 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a Holdings or 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 and discharge 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 Loan Parties certify in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers Loan Parties 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; , 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a BorrowerLoan Party, 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 ObligationsObligations (other than contingent indemnity obligations with respect to then unasserted claims); (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; 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 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 Lenders authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the ObligationsObligations (other than inchoate indemnity 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; 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 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 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 Borrower Agent certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify Borrower Agent certifies 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; 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 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 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 Borrower certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify Borrower certifies 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; , 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected protected, insured or insuredencumbered, nor to assure that Agent’s Liens have been properly created, perfected , rendered opposable 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 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; 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 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 ObligationsObligations secured by such Collateral; (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)Disposition; (c) that does not constitute is the subject of a material part of the Collateraldisposition pursuant to Section 8.4.2; or (d) in connection with exercising Agent’s rights pursuant to the last paragraph of Section 10.1.9(d) or (e) subject to Section 14.1, with the written consent of all Required 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 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 a material part of the Collateral; 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 the occurrence of the Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrowers certify Borrower certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify Borrower certifies 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; 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligated Party, 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 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 '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; 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 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 the occurrence of both payment, in full, in cash of the Obligations (other than unmatured Contingent Obligations; ) and the occurrence of the Termination Date, (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; , 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, 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); , (c) that does not constitute a material part of the Collateral; , 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 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 '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 to release any Lien with respect to any Collateral (ai) upon Full Payment of the Obligations; (bii) 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 's Liens (and Agent may rely conclusively on any such certificate without further inquiry); (ciii) that does not constitute a material part of the Collateral; or (div) 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 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.