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

Lien Releases; Care of Collateral. 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. 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, insured or encumbered, 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. Lenders 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders 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 or other Lien entitled to priority 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, insured protected or encumberedinsured, 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. Lenders 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 shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders 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 or other Lien entitled to priority 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, insured protected or encumberedinsured, 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. Lenders 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 Collateralbook 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 Lien permitted under Section 10.2.1(j). 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, insured or encumbered, 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. Lenders Secured Parties authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligationsoutstanding Obligations and termination of all Commitments; (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 15.1, with the written consent of all Required Lenders. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority 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, insured protected or encumberedinsured, 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. Lenders 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 shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders 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 shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders 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 a disposition or Lien that Obligors 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 the applicable Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders Agent will release (and the Secured Parties authorize Agent to release release) any Lien with respect to on any Collateral (a) upon Full Payment of the ObligationsObligations under the Loan Documents; (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 CollateralCollateral (as agreed by Agent and Borrower); or (d) subject to Section 14.1, with the written consent of all Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. 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. 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, insured or encumbered, 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. Lenders 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 shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. 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. 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, insured or encumbered, 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. Lenders 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 or other Lien entitled to priority 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, insured protected or encumberedinsured, 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. 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. 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, insured or encumbered, 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. 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. 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, insured or encumbered, 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. 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. 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, insured or encumbered, 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. 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. 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, insured or encumbered, 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. Lenders 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 a disposition or Lien that Obligors 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) (provided, however, all Liens granted on assets sold or transferred under a Permitted Asset Disposition shall be automatically released upon such Permitted Asset Disposition); or (c) that does not constitute a material part of the Collateral; or (d) subject to Section 15.1, with the written consent of all Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected, insured protected or encumberedinsured, 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. 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. Lenders 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, insured protected or encumberedinsured, 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. Lenders Secured Parties authorize Agent in its capacity as agent and security trustee 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 a disposition or Lien that Obligors 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 the applicable Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders 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 a disposition or Lien that Borrower Agent 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 14.1, with the written consent of all Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders 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 a disposition or Lien that 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 14.1, with the written consent of all Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. 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. 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, insured or encumbered, 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. Lenders 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; or (d) subject to Section 14.1, with the written consent of all Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders 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 a disposition or Lien that Obligors 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) (provided, however, all Liens granted on assets sold or transferred under a Permitted Asset Disposition shall be automatically released upon such Permitted Asset Disposition); or (c) that does not constitute a material part of the Collateral; or (d) subject to Section 15.1, with the written consent of all Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders authorize Each Purchaser authorizes Collateral Agent to release any Lien with respect to any Collateral (ai) upon Full Payment payment in full of the Obligations; (bii) that is the subject of an Asset Disposition which Borrowers certify the Company certifies in writing to Collateral Agent is a Permitted Asset Disposition or a Lien which Borrowers certify the Company certifies 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); (ciii) that does not constitute a material part of the Collateral; or (div) with the written consent of all Lenderssuch Purchaser. Each Purchaser authorizes Collateral Agent to subordinate its Liens to any purchase money Lien permitted hereunder. Collateral Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrowerany Credit Party, or is cared for, protected, insured protected or encumberedinsured, 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. 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. 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, insured or encumbered, 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. Lenders 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 a disposition or Lien that Obligors 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 shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder.Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders 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 Lien permitted under Section 10.2.1(j). 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, insured or encumbered, 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. 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. 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, insured or encumbered, 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. Lenders 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 '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 shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders 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 a disposition or Lien that Obligors 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 the applicable Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders 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 or other Lien entitled to priority 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, insured protected or encumberedinsured, 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. Lenders 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; or (d) subject to Section 15.1, with the written consent of all Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. 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. 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, insured or encumbered, 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. Lenders 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 '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 shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. 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 (other than a Permitted Asset Disposition to an Obligor) 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. Lenders 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, insured protected or encumberedinsured, 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. Lenders authorize Agent each of the Agents to release any Lien with respect to any Collateral of a Borrower Group (a) upon Full Payment of the Borrower Group Obligations; , (b) that is the subject of an Asset Disposition which Borrowers certify in writing to the Applicable Agent is a Permitted Asset Disposition or a Lien which Borrowers certify is a Permitted Lien entitled to priority over the Applicable Agent’s Liens (and Agent each of the Agents 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 such written consent as is required pursuant to Section 14.1.1. None of all Lenders. Agent the Agents 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, insured or encumbered, nor to assure that the Applicable 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. Lenders 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 a disposition or Lien that 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 14.1, with the written consent of all Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. The 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 a disposition or Lien that Borrower certifies in writing is permitted pursuant to Agent is a Permitted Asset Disposition this Agreement 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 15.1, with the written consent of all Required Lenders. The Lenders authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. 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. 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, insured or encumbered, 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. Lenders 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 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 Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. 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. 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, insured or encumbered, 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. Lenders 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; or (d) subject to Section 14.1, with the written consent of all Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. Lenders Secured Parties 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, insured protected or encumberedinsured, 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. 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. Lenders 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, insured protected or encumberedinsured, 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. Lenders 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 Required Lenders. In connection with any release pursuant to the immediately preceding sentence of this Section 12.2.1, Agent shall promptly (after reasonable advance notice) execute and deliver to any Obligor, at such Obligor’s expense, all Lendersdocuments that such Obligor shall reasonably request to evidence such release. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority 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, insured protected or encumberedinsured, 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. Lenders Secured Parties authorize Agent to release any Lien with respect to on any Collateral (ai) upon Full Payment of the Obligations; (bii) that is the subject of an Asset Disposition which Borrowers a disposition or Lien that Obligors 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); (ciii) that does not constitute a material part of the Collateral; or (div) subject to Section 14.1 , with the written consent of all Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. 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. 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, insured or encumbered, 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. Lenders 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 an Asset Disposition which Borrowers certify in writing to Administrative 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 a material part of the Collateral; or (d) with the written consent of all Lenders. Administrative Agent shall not have no any obligation whatsoever to any Lenders Secured Party to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected, insured or encumbered, 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. 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. 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, insured or encumbered, 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. Lenders Secured Parties authorize Agent to release any Lien with respect to on any Collateral (a) upon Full Payment of the Obligations; (b) pursuant to Section 8.4.2 or any other provision of this Agreement or any other Loan Document that requires the Agent to release its Liens on any Collateral, (c) 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); (cd) that does not constitute a material part of the Collateral; or (de) subject to Section 14.1, with the written consent of all Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. 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. 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, insured or encumbered, 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. Lenders authorize Agent and Security Trustee 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 and Security Trustee is a Permitted Asset Disposition or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Agent’s or Security Trustee’s Liens (and Agent and Security Trustee 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. Agent and Security Trustee 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, insured or encumbered, nor to assure that Agent’s or 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. Lenders 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 , 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, insured or encumbered, 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. 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 Loan Parties certify in writing to Agent is a Permitted Asset Disposition (or permitted under Section 10.2.7) 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) in connection with the release of any Guarantor pursuant to the terms hereof, or (e) in all other cases but subject to 15.1.1(d), with the written consent of all Required Lenders. 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, insured or encumbered, 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. Lenders 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 whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. 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. 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, insured or encumbered, 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. 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; 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. 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, insured or encumbered, 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. Lenders 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 a disposition or Lien that Borrower Agent 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 14.1, with the written consent of all Required Lenders. Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder or to the extent such Lien is permitted to be released by the Agent pursuant to this Section. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured protected or encumberedinsured, 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. 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. 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, insured or encumbered, 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. 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. 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, insured or encumbered, 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. 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. 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, insured or encumbered, 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.