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; (d) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) with the written consent of the Required Lenders. Lenders hereby authorize Agent to execute and deliver any instruments, documents and agreements necessary or desirable to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. 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 (and Bank Product Providers) authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment payment in full of the ObligationsObligations (other than unasserted contingent 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 any other disposition permitted by the Loan Documents or 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; (d) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documentsthat is owned by a Loan Party if such Loan Party becomes an Excluded Subsidiary; or (e) if required or permitted under the terms of any other Loan Documents, including any intercreditor agreement, or (f) subject to Section 14.1, with the written consent of the Required Lenders. Lenders hereby (and Bank Product Providers) authorize Agent to execute and deliver subordinate its Liens to any instruments, documents and agreements necessary Permitted Purchase Money Indebtedness or desirable other Lien entitled to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderpriority hereunder. The Agent shall not have no any obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a BorrowerLoan Party, 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 (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) as required subject to effect any sale or other disposition Section 14.1, with the consent of Collateral Required Lenders, and to execute in connection with any exercise of remedies of such events such payoff letters and related documentation in form and substance satisfactory to Agent pursuant to the Security Documents; or (e) with the written consent of the Required Lendersin its sole discretion, as shall in Agent's sole discretion be deemed advisable. Lenders hereby Secured Parties authorize Agent to execute and deliver subordinate its Liens to any instruments, documents and agreements necessary Purchase Money Lien or desirable other Lien entitled to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderpriority hereunder. Agent shall have 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 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 '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; (d) as required to effect any sale or other disposition that is owned by an Obligor that is released from its obligations under the Loan Documents in accordance with the terms of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Loan Documents; or (e) subject to Section 14.1, with the written consent of the Required Lenders. Lenders hereby Secured Parties authorize Agent to execute and deliver release any instruments, documents and agreements necessary Obligor from its obligations under the Loan Documents if such Person is no longer required to be an Obligor as a result of a transaction permitted under the Loan Documents. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or desirable other Lien entitled to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderpriority hereunder. Agent shall have 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. To the extent required under the laws of any foreign jurisdiction, each Secured Party hereby grants to Agent any required power of attorney to take any action with respect to Collateral or to execute any Loan Document on the Secured Party's behalf.

Lien Releases; Care of Collateral. Lenders (A) Purchasers authorize Agent to release any Lien with respect to any Collateral (ai) upon Full Payment full and final cash payment of the all Secured Obligations; (bii) that is the subject of an Asset Disposition asset disposition to a non-party which Borrowers the Company certify in writing to Agent is a Permitted Asset Disposition Transfer or a Lien which Borrowers certify the Company certifies is a Permitted Lien entitled to priority over Agent’s Liens and should not constitute Collateral under the terms hereof (and Agent may rely conclusively on any such certificate without further inquiry); (ciii) that does not constitute a material part of the Collateral; (d) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (eiv) with the written consent of all Purchasers. Agent and the Required Lenders. Lenders hereby authorize Purchasers agree that Agent to shall at Company’s expense execute and deliver all documents reasonably requested by the Company to effect or otherwise evidence such release described above (and, if requested by Agent in connection with such execution and delivery, the Company shall certify to Agent that any instrumentsapplicable sale or disposition is being made in compliance with the terms of this Agreement (and Agent may rely conclusively on any such certificate, documents and agreements necessary without further inquiry)). Any such release shall not in any manner discharge, affect or desirable to evidence and confirm impair the release Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Company in respect of) all interests retained by the Company, including the proceeds of any Collateral pursuant to the foregoing provisions of this paragraphsale, all without of which shall continue to constitute part of the further consent or joinder of any Lender. Collateral. (B) Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrowerthe Company, 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 (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) as required subject to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) Section 13.1, with the written consent of the Required Lenders, affected Lenders or all Lenders, as applicable hereunder. Lenders hereby Secured Parties authorize Agent to execute and deliver subordinate its Liens to any instruments, documents and agreements necessary Purchase Money Lien or desirable other Lien entitled to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderpriority hereunder. Agent shall have 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. To the extent required under the laws of any foreign jurisdiction, each Secured Party hereby grants to Agent any required power of attorney to take any action with respect to Collateral or to execute any Loan Document on the Secured Party’s behalf.

Lien Releases; Care of Collateral. Lenders authorize Agent to (x) release any Lien with respect to any Collateral (a) upon Full Payment the occurrence of (i) the payment, in full, in cash of the Obligations; Obligations (other than contingent indemnification obligations with respect to which no claim has been asserted in writing), (ii) the payment of any appropriate Cash Collateral deposits in connection with contingent LC Obligations and other Obligations and (iii) the occurrence of the Commitment Termination Date, (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 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) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) with the written consent of all Lenders, or (y) release any Guarantor from its obligations under the Required Lenders. Lenders hereby authorize Agent Guaranty if such Person ceases to execute and deliver any instruments, documents and agreements necessary or desirable to evidence and confirm the release be a Subsidiary as a result of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lendera transaction 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 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 Representative certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrowers certify Borrower Representative 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 is within the Collateral; limitations set forth in Section 14.1(d)(ii), or (d) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) with the written consent of the Required all Lenders. Lenders hereby authorize ; provided, further, upon request of Borrower Representative, Agent to execute and deliver any instruments, documents and agreements necessary or desirable to evidence and confirm the will provide Borrower Representative with a release of the Agent’s security interest in any assets or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderin conjunction with a Permitted Asset Disposition. 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 ObligationsPayment; (b) that is the subject of an Asset Disposition which Borrowers certify a disposition or Lien that Parent 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) as required subject to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) Section 14.1, with the written consent of the Required Lenders. Lenders Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority under this Agreement. Secured Parties hereby authorize Agent to execute and deliver any instruments, documents and agreements necessary or desirable to evidence and confirm the release of any Collateral Collateral, or the subordination of the Lien encumbering any Collateral, pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Agent shall have 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 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; (d) as required subject to effect any sale or other disposition Section 14.1, with the consent of Collateral in connection with any exercise of remedies of Agent pursuant to the Security DocumentsRequired Lenders; or (e) constituting real property interests upon the occurrence of a Release Event with the written consent of the Required Lendersrespect thereto. Lenders hereby Secured Parties authorize Agent to execute and deliver subordinate its Liens to any instruments, documents and agreements necessary Purchase Money Lien or desirable other Lien entitled to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderpriority hereunder. Agent shall have 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. To the extent required under the laws of any foreign jurisdiction, each Secured Party hereby grants to Agent any required power of attorney to take any action with respect to Collateral or to execute any Loan Document on the Secured Party’s behalf.

Lien Releases; Care of Collateral. Lenders Secured Parties authorize Agent to release any Lien with respect to any Collateral Collateral, and Agent shall release such Lien and enter into any documentation reasonably requested by an Obligor with respect to such release (subject to receipt by Agent of such payoff letters and/or officer’s certificates as Agent may reasonably request in connection with such release, all of which shall be in form and substance reasonably satisfactory to Agent): (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 CollateralCollateral (as determined by Agent in its sole discretion); or (d) as required subject to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) Section 14.1, with the written consent of the Required Lenders. Lenders hereby Secured Parties authorize Agent to execute and deliver subordinate its Liens to any instruments, documents and agreements necessary Purchase Money Lien or desirable other Lien entitled to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderpriority hereunder. Agent shall have 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 an Asset Disposition not prohibited by Section 10.2.6 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) as required subject to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) Section 14.1, with the written consent of the Required Lenders. Lenders hereby Secured Parties authorize Agent to execute and deliver subordinate its Liens to any instruments, documents and agreements necessary Purchase Money Lien or desirable other Lien entitled to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderpriority 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, priority nor to exercise any duty of care with respect to any Collateral; provided that, solely with respect to the Borrowers (and without any obligation to the Secured Parties), the Agent shall use reasonable care in the custody and preservation of any of the Collateral in its possession; provided, further, that the Agent shall be deemed to have used reasonable care in the custody and preservation of any of the Collateral, if such Collateral is accorded treatment substantially similar to the treatment that the Agent accords its own property.

Lien Releases; Care of Collateral. Lenders Secured Parties authorize the Administrative Agent to to, and the Administrative Agent shall, (1) release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an a Permitted Asset Disposition which Borrowers to a Person that is not an Obligor (and the Administrative Agent may request that the Obligors certify in writing to Agent that such disposition 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); it being agreed that such release shall not extend to the Net Cash Proceeds thereof; (c) that does not constitute a material part of the Collateral; (d) as required subject to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) Section 14.1, with the prior written consent of the Required Lenders. Lenders hereby authorize Agent ; and (d) if the Collateral subject to execute and deliver any instrumentssuch Lien is owned by an Obligor, documents and agreements necessary or desirable to evidence and confirm the upon release of any Collateral such Obligor from its obligations under the Loan Documents pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of following 2.1. If any Lender. Agent shall have no obligation whatsoever Collateral is disposed pursuant to a Permitted Asset Disposition to any Lenders Person other than an Obligor, such Collateral (but not the proceeds thereof, which will continue to assure be subject to the Liens of the Administrative Agent) shall be sold free and clear of the Liens created by the Loan Documents and the Administrative Agent shall, at the expense of the Obligors, take any and all actions reasonably requested by the Obligors to effect the foregoing (provided, that any Collateral exists or if requested by the Administrative Agent, the Obligors shall provide a certification that such disposition is owned permitted 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 Collateralthis Agreement).

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 Secured Obligations; (b) that is the subject of an Asset Disposition a sale, lease, license, consignment, transfer or other disposition which Borrowers certify Administrative Borrower certifies in writing to Administrative Agent and Collateral Agent is a Permitted permitted by Section 6.06 (provided that no Lien shall be released in any Series of Cash Neutral Transactions or in any Asset Disposition or a Lien which Borrowers certify is a Permitted Lien entitled Sale to priority over Agent’s Liens another Loan Party) (and Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral; (d) as required if the property subject to effect any sale or other disposition such Lien is owned by a Guarantor, upon release of Collateral in connection with any exercise of remedies of Agent such Guarantor from its obligations under its Guarantee pursuant to the Security DocumentsSection 7.09; or (e) with the written consent of the Required LendersLenders or such other number of Lenders whose consent is required under Section 11.02. Lenders hereby Secured Parties authorize Collateral Agent to execute and deliver subordinate or release its Liens to any instruments, documents and agreements necessary a Lien permitted hereunder that secures a Purchase Money Obligation or desirable to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any LenderCapital Lease Obligation permitted hereunder. No Agent shall have no any obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a BorrowerLoan 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 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 a Disposition which Borrowers certify Borrower Agent or any Borrower certifies in writing to Agent is a Permitted Asset an Excluded Disposition or a Lien which Borrowers certify Borrower Agent or any 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 is the subject of any other Disposition permitted by Section 9.2.5 (other than a material part Disposition with respect to which Agent’s Lien is required to remain in effect as provided in clause (iii) of the Collateral; proviso in Section 9.2.5) or otherwise consented to by Required Lenders, or (d) as required subject to effect any sale Section 13.1, with the consent of Required Lenders (provided that the release of all or other disposition substantially all of the Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) with shall require the written consent of the Required all Lenders). Lenders hereby Secured Parties authorize Agent to execute and deliver subordinate its Liens to any instruments, documents and agreements necessary Purchase Money Lien or desirable other Lien entitled to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lenderpriority hereunder. Agent shall have no obligation whatsoever to any Lenders Secured Party 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 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) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) with the written consent of the Required Lenders. Lenders hereby authorize Agent to execute and deliver any instruments, documents and agreements necessary or desirable to evidence and confirm (provided that the release of any all or substantially all of the Collateral pursuant to shall require the foregoing provisions written consent of this paragraph, all without the further consent or joinder of any LenderLenders). 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 (a) 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 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); , (ciii) that does not constitute a material part of the Collateral; (d) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; , or (eiv) in all other cases, with the written consent of the Required Lenders. all Lenders hereby authorize Agent to execute and deliver (b) release any instruments, documents and agreements necessary or desirable to evidence and confirm the release Subsidiary of a Borrower from its guaranty of any Collateral Obligation if all of the Capital Stock of such Subsidiary owned by any Loan Party is sold or transferred in a transaction permitted under the Loan Documents (including pursuant to the foregoing provisions of this paragraph, all without the further consent a waiver or joinder of any Lenderconsent). 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 authorize Collateral 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) as required subject to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) Section 14.1, with the written consent of the Required Lenders. Lenders hereby authorize Collateral Agent to execute and deliver subordinate its Liens to any instruments, documents and agreements necessary Purchase Money Lien or desirable other Lien entitled to evidence and confirm priority hereunder or under the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any LenderIntercreditor Agreement. Agent shall have 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 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. To the extent required under the laws of any foreign jurisdiction, each Lender hereby grants to Collateral Agent any required power of attorney to take any action with respect to Collateral or to execute any Loan Document on the Lender’s behalf.

Lien Releases; Care of Collateral. The Lenders authorize the 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 Sale, transfer, sale, lease, or other disposition permitted by this Agreement which the Borrowers certify in writing to the Agent is a Permitted Asset Disposition permitted pursuant to the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry); , (c) that does not constitute Collateral with a material part of the Collateral; book value greater than $10,000,000 during any calendar year, or (d) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) with the written consent of the Required all Lenders. Lenders hereby authorize Agent to execute and deliver any instruments, documents and agreements necessary or desirable to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. The 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 insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected perfected, or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

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 ObligationsPayment; (b) that is the subject of an Asset Disposition which Borrowers certify a disposition or Lien that Parent 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) as required subject to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) Section 14.1, with the written consent of the Required Lenders. Lenders Secured Xxxxxxxx – Loan, Security and Guaranty Agreement #53354946 Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority under this Agreement. Secured Parties hereby authorize Agent to execute and deliver any instruments, documents and agreements necessary or desirable to evidence and confirm the release of any Collateral Collateral, or the subordination of the Lien encumbering any Collateral, pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Agent shall have 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 on 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 a disposition or Lien that 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 a certificate of the Borrower Agent to such certificate effect without further inquiry); (c) that does not constitute a material part of the Collateral; (d) as required to effect any sale or other disposition that is owned by an Obligor that is released from its obligations under the Loan Documents in accordance with the terms of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Loan Documents; or (ed) subject to Section 14.1, with the written consent of the Required Lenders. Lenders hereby Secured Parties authorize Agent to execute and deliver subordinate its Liens to any instruments, documents and agreements necessary Purchase Money Lien or desirable other Lien entitled to evidence and confirm priority hereunder. Secured Parties authorize Agent to release any Obligor from its obligations under the release Loan Documents if such Person is no longer required to be an Obligor as a result of any Collateral pursuant to a transaction permitted under the foregoing provisions of this paragraph, all without the further consent or joinder of any LenderLoan Documents. Agent shall have 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 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; (d) as required to effect any sale or other disposition that is owned by an Obligor that is released from its obligations under the Loan Documents in accordance with the terms of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Loan Documents; or (e) subject to Section 14.1, with the written consent of the Required Lenders. Lenders hereby Secured Parties authorize Agent to execute and deliver subordinate its Liens to any instruments, documents and agreements necessary Purchase Money Lien or desirable other Lien entitled to evidence and confirm priority hereunder. Secured Parties authorize Agent to release any Obligor from its obligations under the release Loan Documents if such Person is no longer required to be an Obligor as a result of any Collateral pursuant to a transaction permitted under the foregoing provisions of this paragraph, all without the further consent or joinder of any LenderLoan Documents. Agent shall have 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 133315237_8 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 the 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 Sale, transfer, sale, lease, or other LOAN AND SECURITY AGREEMENT disposition permitted by this Agreement which the Borrowers certify in writing to the Agent is a Permitted Asset Disposition permitted pursuant to the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s 's Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry); , (c) that does not constitute a material part of the Collateral; , or (d) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents; or (e) with the written consent of the Required Lenders. Lenders hereby authorize Agent to execute and deliver any instruments, documents and agreements necessary or desirable to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. The 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 insured, or encumbered, nor to assure that the Agent’s 's Liens have been properly created, perfected perfected, or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.