Common use of Agent Discretion Clause in Contracts

Agent Discretion. Each of the Parties to this Agreement, acknowledge and agree that this Agreement is not intended to permit or require any of such Agents to take any actions in connection with this Agreement that require the exercise of discretion by any of such Agents. To the extent an Agent determines that any decision whether or not to act, or the manner in which to act, under the terms of this Agreement, including any Distribution Notice or Termination Right Trigger Event Notice, may require the exercise of discretion, the Lenders party hereto shall deliver to such Agent, or such Agent may request and be entitled to receive from the Lenders party hereto, before acting clear and complete instructions, security and/or indemnity acceptable to such Agent regarding such action and such Agent shall be required to act only upon receipt of appropriate written instructions, security and/or indemnity from such Lenders given in accordance with this Agreement or the applicable Financing Documents. If the Lenders party hereto have not timely delivered a written instruction, security and/or indemnity to the applicable Agent, irrespective of whether the Agent has requested instruction, such Agent (i) shall have no liability for declining or failing to take any action or any such inaction and (ii) may, but shall not be obligated to, take or not take any action that it determines to be necessary or appropriate. Neither an Agent’s faithful compliance with any instruction given by the Lenders party hereto, nor any inaction on any matter by such Agent where an instruction from such lenders is not timely received in respect of such matter, shall constitute gross negligence or willful misconduct for any purpose whatsoever.