Agreements Regarding Collateral. 12.2.1. 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 Borrower certifies 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; provided, however, that Agent (without the consent of any Lender) shall be authorized to release any Lien upon any Collateral having a net book value of less than $500,000 in the aggregate during any 12-month period. Agent shall have no obligation whatsoever to any of the Lenders to assure that any of the Collateral exists or is owned by Borrower or is cared for, protected or insured or has been encumbered, or that Agent's Liens have been properly, 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. Each Lender shall have a pro rata interest, in accordance with the percentage of the obligations held by such Lender, in the security interests and liens in and to the Collateral and any other assets granted and assigned to the Agent under the Loan Documents. The Lenders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any security interest upon any Collateral (i) as authorized by this Agreement or any of the other Loan Documents, (ii) upon the termination of the Commitments and payment or satisfaction of all of the obligations, or (iii) constituting Collateral sold or disposed of in accordance with the terms of this Agreement if the Borrowers certify to the Agent that the disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry). Except as expressly authorized or required by this Agreement or applicable law, the Agent shall not execute any release or termination of any security interest upon any of the Collateral without the prior written authorization 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 any Borrower or is cared for, protected or insured or has been encumbered, or that the Agent's security interests 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 Agent pursuant to this Agreement or any of the other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its discretion, given the Agent's own interests in the Collateral in its capacity as one of the Lenders.
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. 76 SECTION 7.12 Agent Field Audits ............................ 77 SECTION 7.13 Designation of Co-Agent ....................... 77 -iv- TABLE OF CONTENTS (continued)
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.
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 Revolver Commitments and payment or satisfaction of all of the Obligations, or (ii) 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 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. 12.2.1. 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 Borrower certifies 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 Lenders; provided, however, that Agent (without the consent of any Lender) shall be authorized to release any Lien upon any Collateral having a net book value of less than $500,000 in the aggregate during any 12-month period. Agent shall have no obligation whatsoever to any of the Lenders to assure that any of the Collateral exists or is owned by Borrower or is cared for, protected or insured or has been encumbered, or that Agent's Liens have been properly, 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. 57 SECTION 7.12. AGENT FIELD AUDITS.......................................................................57 SECTION 7.13. DESIGNATION OF CO-COLLATERAL AGENT.......................................................58 SECTION 7.14.
Agreements Regarding Collateral. 41- 12.3. RELIANCE BY AGENT.................................-42- 12.4. ACTION UPON DEFAULT...............................-42- 12.5. RATABLE SHARING...................................-42- 12.6.
Agreements Regarding Collateral. (a) Borrower agrees promptly to notify Bank in writing of any change (i) in its official name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in its jurisdiction of organization, the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its organizational identification number. Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code that are required in order for Bank to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral subject only to Permitted Liens. Borrower agrees promptly to notify Bank if any material portion of the Collateral owned or held by Borrower is damaged or destroyed.
