Common use of Release of Borrowers or Guarantors; Care of Collateral Clause in Contracts

Release of Borrowers or Guarantors; Care of Collateral. Each Secured Party authorizes Administrative Agent to (i) release any Lien with respect to any Collateral (A) upon Payment in Full of the Obligations or (B) that is the subject of an Asset Disposition which Borrower Representative certifies in writing to Administrative Agent is a Permitted Asset Disposition (and Administrative Agent may rely conclusively on any such certificate without further inquiry), (ii) subordinate its Liens in any Collateral in favor of any other Lien if Borrower Representative certifies that such other Lien 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) and (iii) release any Borrower or Guarantor from its obligations under this Agreement and the other Loan Documents if such Person ceases to be a Borrower or a Guarantor as a result of a transaction permitted hereunder or thereunder (and Administrative Agent hereby acknowledges that any such release or subordination shall occur automatically without any further action on its part, and Administrative Agent further agrees that it shall, at Borrowers’ expense, execute and deliver such acknowledgements and other documents as may be reasonably requested by Borrowers to evidence any such release or subordination). Administrative Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by an Obligor or any other Person, 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. Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Property, or to release any Guarantor from its obligations under this Agreement or any other Loan Document pursuant to this Section 13.2(a).