Common use of Agreements Regarding Collateral Clause in Contracts

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. Each Lender shall have a pro rata interest, in accordance with its Pro Rata Share, interest in the security interests and Liens in and to the Collateral and any other assets Property granted and assigned to the Collateral Agent under the Credit Loan 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 upon the termination of the other Credit Documents, (ii) upon full Commitments and payment or satisfaction of all of the Obligations. Agent shall, or (iii) constituting Equipment if directed to do so by the Required Lenders, release any Lien upon any Collateral sold or disposed having a value of less than $20,000 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 aggregate during any such certificate, without further inquiry)12-month period. Except as expressly authorized or required by this Agreement or applicable lawprovided herein, the Collateral Agent shall not execute any release or termination of any Lien upon any of the Collateral Liens 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 Borrower 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 Loan 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. Each Lender shall have a pro rata interest, in accordance with its Pro Rata Share, interest in the security interests and Liens in and to the Collateral and any other assets Property granted and assigned to the Collateral Agent under the Credit DIP Financing 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 upon the termination of the other Credit Documents, (ii) upon full Commitments and payment or satisfaction of all of the Obligations, Obligations or (iiiii) constituting Equipment Collateral Property sold or disposed of in accordance with the terms of this Agreement if the Borrower shall certify certifies to the Collateral Agent that the sale 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 Borrower 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 DIP Financing Documents, it being understood and agreed that that, in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act (subject to any specific limitation or requirement set forth in this Agreement) 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. Each Lender (and each Eligible Assignee and Participant), by its acceptance of a Note (or a participation interest in any Obligations), shall be deemed irrevocably to have authorized Agent to execute, deliver, and perform all of Agent's obligations.

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 Documents12.2.1. 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 upon the termination of the other Credit Documents, (ii) upon full Commitments and payment or satisfaction of all of the Obligations, Obligations or (iiiii) constituting Equipment Collateral sold or disposed of in accordance with the terms of this Agreement if the Borrower shall certify certifies 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 ) or (iii) if approved or ratified by the Required Lenders; provided, however, that Agent (without the consent of any Lender) shall be authorized or required by this Agreement or applicable law, the Collateral Agent shall not execute any to release or termination of any Lien upon any Collateral having a net book value of less than $500,000 in the Collateral without the prior written authorization of all Lendersaggregate during any 12-month period. 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 Borrower or is cared for, protected or insured or has been encumbered, or that the Collateral Agent's Liens have been properly or properly, 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 care with respect to continue exercising, any of the rights Collateral. 12.2.2. Each Lender shall be deemed to have requested that Agent furnish such Lender, promptly after the same becomes available, a copy of each field audit or powers granted examination report (each a "Report" and collectively, "Reports") prepared by or available on behalf of Agent; agrees that neither BofA nor Agent makes any representation or warranty as to the Collateral accuracy or completeness of any Report and shall not be liable for any information contained in or omitted from any such Report; agrees that the Reports are not intended to be comprehensive audits or examinations, that BofA or Agent pursuant to this Agreement or any other Person performing any audit or examination will inspect only specific information regarding Borrower or the Collateral and will rely significantly upon Borrower's books and records as well as upon representations of Borrower's officers and employees; agrees to keep all Reports confidential and strictly for its internal use and not to distribute the Reports to any Person (except to its Participants) or use any Report in any other Credit Documentsmanner; and, it being understood without limiting the generality of any other indemnification contained herein, agrees to hold Agent and agreed any other Person preparing a Report harmless from all losses or liabilities incurred by Agent, such other Person or such Lender as a direct or indirect result of any action that the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in respect of connection with any Loans or other credit accommodations that the Collateralindemnifying Lender has made or may make to Borrower, or the indemnifying Lender's participation in, or its purchase of, a Loan or Loans of Borrower, and to pay and protect, and indemnify, defend and hold Agent and each other such Person preparing a Report harmless from and against all claims, actions, proceedings, damages, costs, expenses and other amounts (including attorneys' fees incurred by Agent and any act, omission such other Person preparing a Report) arising as the direct or event related thereto, indirect result of any third parties who might obtain all or any part of any Report through 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 Lendersindemnifying Lender.

Agreements Regarding Collateral. Each Lender shall have a pro rata interest, in accordance with its Pro Rata Share, in of 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 upon the termination of the other Credit Documents, (ii) upon Commitments and the payment in full payment or satisfaction of all of the Obligations, or (iiiii) constituting Equipment Collateral sold or disposed of in accordance with the terms of this Agreement if the Borrower shall certify certifies 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), or (iii) if approved or ratified by all Lenders. Notwithstanding the foregoing, Collateral Agent may, in its sole and absolute discretion, release any Lien upon any Collateral having a value of less than $2,000,000 in the aggregate during any 12-month period. 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 Borrower 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 care with respect 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. Each Lender shall have a pro rata an interest, in accordance with its Pro Rata ShareCommitment Percentage, 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 the termination of the Commitments and 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 certifies 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 of the 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 the Borrower 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. Each Lender shall have a pro rata interest, in accordance with its Pro Rata Share, interest in the security interests and Liens in and to the Collateral and any other assets Property granted and assigned to the Collateral Agent under the Credit Loan 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 Loan Documents, (ii) upon full the termination of the Commitments and 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 certifies 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 lawApplicable 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 Borrower or any Obligor of its Subsidiaries 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 Loan 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. Each Lender shall have a pro rata interest, in accordance with its Pro Rata Sharethe percentage of the obligations held by such Lender, in the security interests and Liens liens in and to the Collateral and any other assets granted and assigned to the Collateral Agent under the Credit Loan Documents. The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien security interest upon any Collateral (i) as authorized by this Agreement or any of the other Credit Loan Documents, (ii) upon full the termination of the Commitments and payment or satisfaction of all of the Obligationsobligations, or (iii) constituting Equipment Collateral sold or disposed of in accordance with the terms of this Agreement if the Borrower shall Borrowers 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 security interest 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 Borrower or is cared for, protected or insured or has been encumbered, or that the Collateral Agent's Liens 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 Collateral Agent pursuant to this Agreement or any of the other Credit Loan 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. Each Lender shall have a pro rata an interest, in accordance with its Pro Rata ShareCommitment Percentage, 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 (ia) as authorized by this Agreement or any of the other Credit Documents, (iib) upon full the termination of the Commitments and payment or satisfaction of all of the Obligations, or (iiic) constituting Equipment Collateral sold or disposed of in accordance with the terms of this Agreement if the Borrower shall Borrowers and Guarantors 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 Borrower or any Guarantor 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 among the Lenders 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. Each Lender shall have a pro rata interest, in accordance with its Pro Rata Share, ------------------------------- interest in the security interests and Liens in and to the Collateral and any other assets Property granted and assigned to the Collateral Agent under the Credit DIP Financing 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 upon the termination of the other Credit Documents, (ii) upon full Commitments and payment or satisfaction of all of the Obligations, Obligations or (iiiii) constituting Equipment Collateral Property sold or disposed of in accordance with the terms of this Agreement if the Borrower shall certify certifies to the Collateral Agent that the sale 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 Borrower 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 DIP Financing 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 (subject to any specific limitation or requirement set forth in this Agreement) 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. Each Lender (and each Eligible Assignee and Participant), by its acceptance of a Note (or a participation interest in any Obligations), shall be deemed irrevocably to have authorized Agent to execute, deliver, and perform all of Agent's obligations and to assert all of Agent's rights and remedies under the Intercreditor Agreement. If and to the extent that Term Lender timely exercises the Purchase Option under (and as defined in) the Intercreditor Agreement, each Lender (and each Eligible Assignee and Participant) shall join with Agent in selling the Obligations and DIP Financing Documents to Term Lender as provided in the Intercreditor Agreement. In no event shall Agent agree to amend the Intercreditor Agreement, unless and to the extent expressly consented to in writing by each of the Lenders.

Agreements Regarding Collateral. Each Lender shall have a pro rata interest, in accordance with its Pro Rata Sharethe 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 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 the termination of the Commitments and 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. The proceeds of any Collateral shall be divided among the Noteholders and the Trustee, on the one hand, and the Lenders and Administrative Agent, on the other hand, in accordance with the terms of the Collateral Documents. Each Lender shall have a pro rata ratable interest, in accordance with its Pro Rata Sharethe ratio by which the amount of Debt owing to such Lender bears to the aggregate amount of the Debt of all Lenders, in such proceeds paid to the Administrative Agent under the Collateral Documents (subject to the Administrative Agent's recoupment of fees, expenses, and costs as provided in this Agreement), and, subject to the equal and ratable Lien and security interest of the Noteholders as Secured Creditors, in the security interests and Liens in and to the Collateral and any other assets granted and assigned to the Collateral Agent or Administrative Agent under the Credit Loan Documents. The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien upon any Collateral (ia) as authorized by this Agreement or any of the other Credit Loan Documents, (iib) upon full the termination of the Commitments and payment or satisfaction of all of the Obligations, or (iiic) constituting Equipment Collateral equipment sold or disposed of in accordance with the terms of this Agreement if the Borrower shall Borrowers 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 Each of the Lenders agrees that the Collateral Agent may execute and deliver, for itself and on behalf of the Lenders, any and all documents necessary to effect the release or termination of any Lien arising pursuant to the Loan Documents to the extent such release or termination is required by law or to the extent this Agreement or applicable lawany of the other Loan Documents by their express terms allow for the sale, transfer, or disposition of such assets (including, without limitation, any of the Collateral) by the Parent and the Subsidiaries; provided that, in all other cases, 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 the Parent or any Obligor Subsidiary 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 Loan 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. 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 Documents12.2.1. 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 upon the termination of the other Credit Documents, (ii) upon full Commitments and payment or satisfaction of all of the Obligations, Obligations or (iiiii) constituting Equipment Collateral sold or disposed of in accordance with the terms of this Agreement if the Borrower shall certify certifies 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 ) or (iii) if approved or ratified by the Required Lenders; provided, however, that Agent (without the consent of any Lender) shall be authorized or required by this Agreement or applicable law, the Collateral Agent shall not execute any to release or termination of any Lien upon any Collateral having a net book value of less than $500,000 in the Collateral without the prior written authorization of all Lendersaggregate during any 12-month period. 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 Borrower or is cared for, protected or insured or has been encumbered, or that the Collateral Agent's Liens have been properly or properly, 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 care with respect to continue exercising, any of the rights Collateral. 12.2.2. Each Lender shall be deemed to have requested that Agent furnish such Lender, promptly after the same becomes available, a copy of each field audit or powers granted examination report (each a "Report" and collectively, "Reports") prepared by or available on behalf of Agent; agrees that neither Fleet nor Agent makes any representation or warranty as to the Collateral accuracy or completeness of any Report and shall not be liable for any information contained in or omitted from any such Report; agrees that the Reports are not intended to be comprehensive audits or examinations, that Fleet or Agent pursuant to this Agreement or any other Person performing any audit or examination will inspect only specific information regarding Borrower or the Collateral and will rely significantly upon Borrower's books and records as well as upon representations of Borrower's officers and employees; agrees to keep all Reports confidential and strictly for its internal use and not to distribute the Reports to any Person (except to its Participants) or use any Report in any other Credit Documentsmanner; and, it being understood without limiting the generality of any other indemnification contained herein, agrees to hold Agent and agreed any other Person preparing a Report harmless from all losses or liabilities incurred by Agent, such other Person or such Lender as a direct or indirect result of any action that the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in respect of connection with any Loans or other credit accommodations that the Collateralindemnifying Lender has made or may make to Borrower, or the indemnifying Lender's participation in, or its purchase of, a Loan or Loans of Borrower, and to pay and protect, and indemnify, defend and hold Agent and each other such Person preparing a Report harmless from and against all claims, actions, proceedings, damages, costs, expenses and other amounts (including attorneys' fees incurred by Agent and any act, omission such other Person preparing a Report) arising as the direct or event related thereto, indirect result of any third parties who might obtain all or any part of any Report through 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 Lendersindemnifying Lender.

Agreements Regarding Collateral. Each Lender shall have a pro rata an interest, in accordance with its Pro Rata ShareCommitment Percentage and Term Percentage, as applicable, 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 (ia) as authorized by this Agreement or any of the other Credit Documents, (iib) upon full payment or satisfaction of all of the Obligationstermination in accordance with SECTION 10.22, or (iiic) constituting Equipment Collateral sold or disposed of in accordance with the terms of this Agreement if any Borrower or the Borrower shall certify relevant Guarantor certifies 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 the Required Lenders (or all Lenders, if this Agreement so requires). 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 Borrower or any Guarantor 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. 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 Documents12.2.1. 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 upon the termination of the other Credit Documents, (ii) upon full Commitments and payment or satisfaction of all of the Obligations, Obligations or (iiiii) constituting Equipment Collateral sold or disposed of in accordance with the terms of this Agreement if the Borrower shall Borrowers 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 (iii) if approved or ratified 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 Required 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 a Borrower or is cared for, protected or insured or has been encumbered, or that the Collateral Agent's ’s Liens have been properly or properly, 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 care with respect to continue exercising, any of the rights Collateral. 12.2.2. Each Lender shall be deemed to have requested that Agent furnish such Lender, promptly after the same becomes available, a copy of each field audit or powers granted examination report (each a “Report” and collectively, “Reports”) prepared by or available on behalf of Agent; agrees that neither Fleet nor Agent makes any representation or warranty as to the Collateral accuracy or completeness of any Report and shall not be liable for any information contained in or omitted from any such Report; agrees that the Reports are not intended to be comprehensive audits or examinations, that Fleet or Agent pursuant to this Agreement or any other Person performing any audit or examination will inspect only specific information regarding Borrowers or the Collateral and will rely significantly upon each Borrower’s books and records as well as upon representations of each Borrower’s officers and employees; agrees to keep all Reports confidential and strictly for its internal use and not to distribute the Reports to any Person (except to its Participants) or use any Report in any other Credit Documentsmanner; and, it being understood without limiting the generality of any other indemnification contained herein, agrees to hold Agent and agreed any other Person preparing a Report harmless from all losses or liabilities incurred by Agent, such other Person or such Lender as a direct or indirect result of any action that the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in respect of connection with any Loans or other credit accommodations that the Collateralindemnifying Lender has made or may make to Borrower, or the indemnifying Lender’s participation in, or its purchase of, a Loan or Loans of Borrowers, and to pay and protect, and indemnify, defend and hold Agent and each other such Person preparing a Report harmless from and against all claims, actions, proceedings, damages, costs, expenses and other amounts (including reasonable attorneys’ fees incurred by Agent and any actsuch other Person preparing a Report) arising as the direct or indirect result of any third parties who might obtain all or any part of any Report through the indemnifying Lender. Agent and each Lender recognizes that Xxxx Companies is a public company and that reports and financial information furnished by Borrowers to Agent or Lenders may include non-public information. As a result, omission Agent and each Lender acknowledges and agrees that it shall be treated as a temporary insider for the purposes of obtaining such reports and financial information and, for the period that such information remains non-public, will not purchase or event related thereto, the Collateral Agent may act in sell any manner it may deem appropriate, in its discretion, given the Collateral Agent's own interests in the Collateral in its capacity as one Equity Interests of the LendersXxxx Companies or seek to obtain control of Xxxx Companies.

Agreements Regarding Collateral. Each Lender shall have a pro rata an interest, in accordance with its Pro Rata ShareCommitment Percentage, 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 (ia) as authorized by this Agreement or any of the other Credit Documents, (iib) upon full the termination of the Commitments and payment or satisfaction of all of the Obligations, or (iiic) constituting Equipment Collateral sold or disposed of in accordance with the terms of this Agreement if the Borrower shall certify or the relevant Guarantor certifies 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 the Borrower or any Obligor Guarantor 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. Each Lender shall have a pro rata an interest, in accordance with its Pro Rata ShareCommitment Percentage, 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 the termination of the Commitments and 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 Borrowers 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 Borrower 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, other than gross negligence or willful misconduct, 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. 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 Documents12.2.1. 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 upon the termination of the other Credit Documents, (ii) upon full Commitments and payment or satisfaction of all of the Obligations, Obligations or (iiiii) constituting Equipment Collateral sold or disposed of in accordance with the terms of this Agreement if the Borrower shall certify certifies 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 ) or (iii) if approved or ratified by the Lenders; provided, however, that Agent (without the consent of any Lender) shall be authorized or required by this Agreement or applicable law, the Collateral Agent shall not execute any to release or termination of any Lien upon any Collateral having a net book value of less than $500,000 in the Collateral without the prior written authorization of all Lendersaggregate during any 12-month period. 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 Borrower or is cared for, protected or insured or has been encumbered, or that the Collateral Agent's Liens have been properly or properly, 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 care with respect to continue exercising, any of the rights Collateral. 12.2.2. Each Lender shall be deemed to have requested that Agent furnish such Lender, promptly after the same becomes available, a copy of each field audit or powers granted examination report (each a "Report" and collectively, "Reports") prepared by or available on behalf of Agent; agrees that neither Fleet nor Agent makes any representation or warranty as to the Collateral accuracy or completeness of any Report and shall not be liable for any information contained in or omitted from any such Report; agrees that the Reports are not intended to be comprehensive audits or examinations, that Fleet or Agent pursuant to this Agreement or any other Person performing any audit or examination will inspect only specific information regarding Borrower or the Collateral and will rely significantly upon Borrower's books and records as well as upon representations of Borrower's officers and employees; agrees to keep all Reports confidential and strictly for its internal use and not to distribute the Reports to any Person (except to its Participants) or use any Report in any other Credit Documentsmanner; and, it being understood without limiting the generality of any other indemnification contained herein, agrees to hold Agent and agreed any other Person preparing a Report harmless from all losses or liabilities incurred by Agent, such other Person or such Lender as a direct or indirect result of any action that the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in respect of connection with any Loans or other credit accommodations that the Collateralindemnifying Lender has made or may make to Borrower, or the indemnifying Lender's participation in, or its purchase of, a Loan or Loans of Borrower, and to pay and protect, and indemnify, defend and hold Agent and each other such Person preparing a Report harmless from and against all claims, actions, proceedings, damages, costs, expenses and other amounts (including attorneys' fees incurred by Agent and any act, omission such other Person preparing a Report) arising as the direct or event related thereto, indirect result of any third parties who might obtain all or any part of any Report through 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 Lendersindemnifying Lender.

Agreements Regarding Collateral. Each Lender shall have a pro rata interest, in accordance with its Pro ------------------------------- Rata Share, interest in the security interests and Liens in and to the Collateral and any other assets Property granted and assigned to the Collateral Agent under the Credit Loan 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 upon the termination of the other Credit Documents, (ii) upon full Commitments and payment or satisfaction of all of the Obligations, Obligations or (iiiii) constituting Equipment Collateral sold or disposed of in accordance with the terms of this Agreement if the Borrower shall Borrowers certify to the Collateral Agent that the sale 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 a Borrower 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 Loan 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.