Agreements Regarding Collateral. Each Lender shall have a pro rata interest, in accordance with its Pro Rata Share, in the security interests and Liens in and to the Collateral and any other assets granted and assigned to the Collateral Agent under the Credit Documents. The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien upon any Collateral (i) as authorized by this Agreement or any of the other Credit Documents, (ii) upon full payment or satisfaction of all of the Obligations, or (iii) constituting Equipment Collateral sold or disposed of in accordance with the terms of this Agreement if the Borrower shall certify to the Collateral Agent that the disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry). Except as expressly authorized or required by this Agreement or applicable law, the Collateral Agent shall not execute any release or termination of any Lien upon any of the Collateral without the prior written authorization of all Lenders. The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that any of the Collateral exists or is owned by any Obligor or is cared for, protected or insured or has been encumbered, or that the Collateral Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or entitled to any particular priority or to exercise at all or in any manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights or powers granted or available to the Collateral Agent pursuant to this Agreement or any of the other Credit Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its discretion, given the Collateral Agent's own interests in the Collateral in its capacity as one of the Lenders.
Agreements Regarding Collateral. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment or satisfaction of all of the Obligations or (ii) constituting Equipment sold or disposed of in accordance with the terms of this Agreement if Borrowers certify to Agent that the disposition is made in compliance with the terms of this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved or ratified by the Required Lenders. Agent shall have no obligation whatsoever to any of the Lenders to assure that any of the Collateral exists or is owned by a Credit Party or is cared for, protected or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or entitled to any particular priority or to exercise any duty of care with respect to any of the Collateral.
Agreements Regarding Collateral. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment or satisfaction of all of the Obligations or (ii) constituting Equipment sold or disposed of in accordance with the terms of this Agreement if Borrowers certify to Agent that the disposition is made in compliance with the terms of this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved or ratified by the Required Lenders. Agent shall, if directed to do so by the Required Lenders, release any Lien upon any Collateral having a value of less than $5,000,000 in the aggregate during any 12 month period. Except as expressly authorized or required by this Agreement or Applicable Law, Agent shall not execute any release or termination of any Lien upon any of the Collateral without the prior written authorization of all Lenders. Agent shall have no obligation whatsoever to any of the Lenders to assure that any of the Collateral exists or is owned by a Borrower or is cared for, protected or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or entitled to any particular priority or to exercise any duty of care with respect to any of the Collateral.
Agreements Regarding Collateral. (a) [Reserved].
Agreements Regarding Collateral. (a) The Lenders hereby irrevocably authorize the Agent to release any Lien with respect to any Collateral (i) upon the payment to the Agent of the proceeds of assignment into securitization, payoff, or similar transaction with respect to said Collateral, (ii) upon Full Payment of the Obligations, (iii) that is the subject of an asset sale permitted pursuant to Section 5.6 above, or (iv) with the written consent of all Lenders. The Agent shall have no obligation whatsoever to any of the Lenders to assure that any of the Collateral exists or is owned by the Borrower or is cared for, protected or insured or has been encumbered, or that the Agent’s Liens have been properly, sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority or to exercise any duty of care with respect to any of the Collateral.
(b) The Agent and the Lenders each hereby appoint each other Lender as agent for the purpose of perfecting Liens (for the benefit of the Lenders) in any Collateral that, in accordance with the Code or any other Requirements of Law, can be perfected only by possession. Should any Lender obtain possession of any such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent’s request therefor, shall deliver such Collateral to the Agent or otherwise deal with such Collateral in accordance with the Agent’s instructions.
Agreements Regarding Collateral. 76 SECTION 7.12 Agent Field Audits ............................ 77 SECTION 7.13 Designation of Co-Agent ....................... 77 -iv- TABLE OF CONTENTS (continued)
Agreements Regarding Collateral. Secured Parties hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien upon any Collateral (i) upon Full Payment of the Obligations; (ii) which is sold or disposed of in accordance with the terms of this Agreement if Borrowers certify to Agent that the disposition is made in compliance with the terms of this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry); (iii) having a value of less than $5,000,000 in the aggregate during any 12 month period; (iv) which constitutes “Term Priority Collateral”, as such term is defined in the Term Loan Documents as in effect on the Closing Date, if required to pursuant to the ABL/Term Loan Intercreditor Agreement; or (v) if approved or ratified by the Required Lenders. Agent shall, if directed to do so by the Required Lenders, release any Lien upon any Collateral having a value of less than $5,000,000 in the aggregate during any 12 month period. Except as expressly authorized or required by this Agreement or Applicable Law, Agent shall not execute any release or termination of any Lien upon any of the Collateral without the prior written authorization of all Lenders or other Secured Parties. Agent shall have no obligation whatsoever to any of the Secured Parties to assure that any of the Collateral exists or is owned by a Borrower or is cared for, protected or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or entitled to any particular priority or to exercise any duty of care with respect to any of the Collateral.
Agreements Regarding Collateral. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment or satisfaction of all of the Obligations or (ii) constituting Equipment sold or disposed of in accordance with the terms of this Agreement if Borrowers certify to Agent that the disposition is made in compliance with the terms of this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved or ratified by the Required Lenders. Agent shall, if directed to do so by the Required Lenders, release any Lien upon any Collateral having a value of less than $5,000,000 in the aggregate during any 12-month period. Except as expressly authorized or required by this Agreement or Applicable Law, Agent shall not execute any release or termination of any Lien upon any of the Collateral without the prior written authorization of all Lenders. Agent shall have no obligation whatsoever to any of the Lenders to assure that any of the Collateral exists or is owned by a Borrower or is cared for, protected or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or entitled to any particular priority or to exercise any duty of care with respect to any of the Collateral.
Agreements Regarding Collateral. 95 SECTION 7.12. Agent Field Examinations; Appraisals........................................ 95 SECTION 7.13. Designation of Co-Agent..................................................... 96 SECTION 7.14. Replacement of Certain Lenders.............................................. 96 ARTICLE 8
Agreements Regarding Collateral. (a) Each of the Creditors hereby agrees that the liens and security interests granted to the Creditors under the Transaction Documents shall be treated, as among the Creditors, as having the priorities set forth herein. Any money, property or securities ("Proceeds") realized upon the sale, disposition or other realization by either Creditor upon or in respect of all or any part of the Bayer Fractionation Collateral or the Mortgaged Property, shall be applied by such Creditor in the following order:
(1) First, to the payment in full of all costs and expenses ----- (including, without limitation, attorneys' fees and disbursements) paid or incurred by such Creditor in connection with the realization on the Bayer Fractionation Collateral or the Mortgaged Property, as the case may be, or the protection of its rights and interests therein;
(2) Second, in the case of any Proceeds realized upon the sale, ------ disposition or other realization by such Creditor upon all or any part of the Bayer Fractionation Collateral, to the payment in full of all Senior Bayer Obligations and, in the case of any Proceeds realized upon the sale, disposition or other realization by such Creditor upon all or any part of the Mortgaged Property, to the payment in full of all Senior Obligations;
(3) Third, in the case of any Proceeds realized upon the sale, ----- disposition or other realization by such Creditor upon all or any part of the Bayer Fractionation Collateral, to the payment in full of all Senior Obligations and, in the case of any Proceeds realized upon the sale, disposition or other realization by such Creditor upon all or any part of the Mortgaged Property, to the payment in full of all Senior Bayer Obligations; and
(4) Fourth, to pay to the Company, or its representative or as a ------ court of competent jurisdiction may direct, any surplus then remaining.
(b) The Company shall notify Bayer of any acceleration or enforcement action taken by any Senior Lender under any Senior Loan Document.
(c) The priorities provided for in this Agreement shall be enforceable against the Company and the Creditors in any proceeding filed by or against the Company under the bankruptcy code (11 USC (S)101 et. seq.) or any other liquidation proceeding, whether or not under court supervision, filed by or against the Company.
(d) Nothing contained in this Agreement is intended to or shall relieve the obligations of the Company to the Creditors to pay any amount in respect of the Senior Bayer O...
