Lenders authorize Administrative Agent to release any (i) Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which the Borrower certifies in writing to Administrative Agent is a Permitted Asset Disposition or a Lien which the Borrower certifies is a Permitted Lien entitled to priority over Administrative Agent’s Liens (and Administrative Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral; (d) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Administrative Agent pursuant to the Security Documents; or (e) with the written consent of the Required Lenders or (ii) Guarantor from its obligations under any Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Lenders hereby authorize Administrative Agent to execute and deliver any instruments, documents and agreements necessary or desirable to evidence and confirm the release of any Collateral or any Guarantor from its obligations under any Guaranty pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Administrative Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by the Borrower or a Guarantor, 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.