Common use of Agreements Regarding Collateral and Examination Reports Clause in Contracts

Agreements Regarding Collateral and Examination Reports. 13.2.1. Lenders hereby irrevocably authorize Agent to release any Lien with respect to any Collateral (i) upon the termination of the Commitments and Full Payment of the Obligations, (ii) that is the subject of an Asset Disposition which is a Permitted Asset Disposition under clause (i) of the definition thereof or which Borrower Representative otherwise certifies in writing to Agent is a Permitted Asset Disposition (and Agent may rely conclusively on any such certificate without further inquiry), (iii) valued in the aggregate not in excess of $1,000,000 during each Fiscal Year without the prior written authorization of any of the Lenders, (iv) valued in the aggregate not in excess of $2,000,000 during each Fiscal Year with the prior written authorization of the Required Lenders, or (v) with the written consent 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 an Obligor 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 are entitled to any particular priority or to exercise any duty of care with respect to any of the Collateral.

Agreements Regarding Collateral and Examination Reports. 13.2.1. Lenders hereby irrevocably authorize Agent to release any Lien with respect to any Collateral (i) upon the termination of the Commitments and Full Payment of the Obligations, (ii) that is the subject of an Asset Disposition which is a Permitted Asset Disposition under clause (i) of the definition thereof or which Borrower Representative otherwise certifies in writing to Agent is a Permitted Asset Disposition (and Agent may rely conclusively on any such certificate without further inquiry), (iii) valued other releases of Collateral the fair market value of which does not exceed, as to all such Collateral, the lesser of $10,000,000 or ten percent of the aggregate Commitments on such date, in the aggregate not in excess of $1,000,000 during each any Fiscal Year without the prior written authorization of any of the LendersYear, and (iv) valued in the aggregate not in excess of $2,000,000 during each Fiscal Year with the prior written authorization of the Required Lenders, or (v) with the written consent of all Lenders. Agent agrees to take action reasonably requested by Borrowers to evidence the release of its Lien on any assets sold or transferred pursuant to a Permitted Asset Disposition. Agent shall have no obligation whatsoever to any of the Lenders to assure that any of the Collateral exists or is owned by an Obligor a Borrower or is cared for, protected or insured or has been encumbered, or that Agent’s '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 and Examination Reports. 13.2.1. Lenders hereby irrevocably authorize Agent shall be authorized, at its option and in its discretion, to release any Lien with respect to upon any Collateral (i) upon the termination of the Revolver Commitments and Full Payment payment or satisfaction of all of the Obligations, Obligations or (ii) that is constituting Property sold or disposed of in accordance with the subject terms of an Asset Disposition which is a Permitted Asset Disposition under clause (i) of the definition thereof Section 8.4.2 or which Section 10.2.9 if each Borrower Representative otherwise certifies in writing to Agent that the disposition is a Permitted Asset Disposition made in compliance with the terms of this Agreement (and Agent may rely conclusively on any such certificate certificate, without further inquiry). Agent shall, (iii) valued in if directed to do so by the Required Lenders, release any Lien upon any Collateral so long as the aggregate value (as determined by the Required Lenders in their sole discretion) of all Collateral in respect of which Agent shall have released its Lien during any period of 12 months (excluding Collateral from which Agent's Lien is released in accordance with Section 8.4.2) does not in excess exceed $5,000,000. Except as expressly authorized or required by this Agreement or Applicable Law, Agent shall not execute any release or termination of $1,000,000 during each Fiscal Year any Lien upon any of the Collateral without the prior written authorization of any of the Lenders, (iv) valued in the aggregate not in excess of $2,000,000 during each Fiscal Year with the prior written authorization of the Required Lenders, or (v) with the written consent of all Lenders. Agent shall have no obligation whatsoever to any of the Lenders Lender Group Member to assure that any of the Collateral exists or is owned by an Obligor each Borrower or is cared for, protected or insured or has been encumbered, or that Agent’s '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 and Examination Reports. 13.2.112.2.1. Lenders hereby irrevocably authorize Agent Agent, at its option and in its discretion, to release any Lien with respect to upon any Collateral (i) upon the termination of the Commitments and Full Payment payment or satisfaction of all of the Obligations, (ii) that is constituting Equipment sold or disposed of in accordance with the subject terms of an Asset Disposition which is a Permitted Asset Disposition under clause (i) of the definition thereof or which Borrower Representative otherwise certifies in writing this Agreement if Borrowers certify to Agent that the disposition is a Permitted Asset Disposition made in compliance with the terms of this Agreement (and Agent may rely conclusively on any such certificate certificate, without further inquiry), or (iii) valued 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 Section 12.2.1 or otherwise by this Agreement or Applicable Law, Agent shall not in excess execute any release or termination of $1,000,000 during each Fiscal Year any Lien upon any of the Collateral without the prior written authorization of any of the Lenders, (iv) valued in the aggregate not in excess of $2,000,000 during each Fiscal Year with the prior written authorization of the Required Lenders, or (v) with the written consent 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 an Obligor a Borrower or is cared for, protected or insured or has been encumbered, or that Agent’s '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 and Examination Reports. 13.2.1. Lenders hereby irrevocably authorize Agent shall be authorized, at its option and in its discretion, to release any Lien with respect to upon any Collateral (i) upon the termination of the Revolver Commitments and Full Payment payment or satisfaction of all of the Obligations, Obligations or (ii) that is constituting Property sold or disposed of in accordance with the subject terms of an Asset Disposition which is a Permitted Asset Disposition under clause (i) of the definition thereof Section 8.4.2 or which Section 10.2.9 if each Borrower Representative otherwise certifies in writing to Agent that the disposition is a Permitted Asset Disposition made in compliance with the terms of this Agreement (and Agent may rely conclusively on any such certificate certificate, without further inquiry). Agent shall, (iii) valued in if directed to do so by the Required Lenders, release any Lien upon any Collateral so long as the aggregate value (as determined by the Required Lenders in their sole discretion) of all Collateral in respect of which Agent shall have released its Lien during any period of 12 months (excluding Collateral from which Agent’s Lien is released in accordance with Section 8.4.2) does not in excess exceed $5,000,000. Except as expressly authorized or required by this Agreement or Applicable Law, Agent shall not execute any release or termination of $1,000,000 during each Fiscal Year any Lien upon any of the Collateral without the prior written authorization of any of the Lenders, (iv) valued in the aggregate not in excess of $2,000,000 during each Fiscal Year with the prior written authorization of the Required Lenders, or (v) with the written consent of all Lenders. Agent shall have no obligation whatsoever to any of the Lenders Lender Group Member to assure that any of the Collateral exists or is owned by an Obligor each 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 are entitled to any particular priority or to exercise any duty of care with respect to any of the Collateral.