Common use of Agent Discretion Clause in Contracts

Agent Discretion. Notwithstanding anything set forth herein or in the other Loan Documents to the contrary, to the extent any such Loan Document grants the Administrative Agent discretion to act or refrain from acting without the direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article VII and Section 9.02), the Administrative Agent shall nonetheless be entitled to request direction from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article VII and Section 9.02) as to the matter over which the Administrative Agent has been granted discretion, and the Administrative Agent shall not be required to exercise or be liable for failure to exercise such discretion until such time as it has obtained the requested direction from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article VII and Section 9.02).

Appears in 3 contracts

Sources: Subordinated Credit Agreement (F45 Training Holdings Inc.), Subordinated Credit Agreement (F45 Training Holdings Inc.), Subordinated Credit Agreement (F45 Training Holdings Inc.)

Agent Discretion. Notwithstanding anything set forth herein or in the other Loan Credit Documents to the contrary, to the extent any such Loan Credit Document grants the Administrative any Agent discretion to act or refrain from acting without the direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article VII Sections 10.5 and Section 9.02Sections 8.1, 8.2 and 8.3), the Administrative such Agent shall nonetheless be entitled to request direction from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article VII Sections 10.5 and Section 9.02Sections 8.1, 8.2 and 8.3) as to the matter over which the Administrative such Agent has been granted discretion, and the Administrative no Agent shall not be required to exercise or be liable for failure to exercise such discretion until such time as it has obtained the requested direction from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article VII Sections 10.5 and Section 9.02Sections 8.1, 8.2 and 8.3).

Appears in 3 contracts

Sources: Term Loan Credit and Guaranty Agreement (2U, Inc.), First Lien Credit and Guaranty Agreement (Airbnb, Inc.), First Lien Credit and Guaranty Agreement (Airbnb, Inc.)

Agent Discretion. Notwithstanding anything set forth herein or in the other Loan Documents to the contrary, to the extent any such Loan Document grants the Administrative any Agent Party discretion to act or refrain from acting without the direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative such Agent Party shall believe in good faith shall be necessary, under the circumstances as provided in Article VII Section 11.01 and Section 9.02Sections 8.01, 8.02 and 8.03), the Administrative such Agent Party shall nonetheless be entitled to request direction from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative such Agent Party shall believe in good faith shall be necessary, under the circumstances as provided in Article VII Section 11.01 and Section 9.02Sections 8.01, 8.02 and 8.03) as to the matter over which the Administrative such Agent Party has been granted discretion, and the Administrative no Agent Party shall not be required to exercise or be liable for failure to exercise such discretion until such time as it has obtained the requested direction from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative such Agent Party shall believe in good faith shall be necessary, under the circumstances as provided in Article VII Section 11.01 and Section 9.02Sections 8.01, 8.02 and 8.03).

Appears in 1 contract

Sources: Credit and Guarantee Agreement (Airbnb, Inc.)