Common use of Exercise of Powers Clause in Contracts

Exercise of Powers. Subject to the other provisions of this Agreement and the other Loan Documents, the Agent shall take any action of the type specified in this Agreement or any other Loan Document as being within the Agent's rights, powers or discretion in accordance with directions from the Required Lenders (or, to the extent this Agreement or such Loan Document expressly requires the direction or consent of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of such directions, the Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent this Agreement or such Loan Document expressly requires the direction or consent of the Required Lenders (or some other Person or set of Persons), in which case the Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all the Lender Parties. The Agent shall not have any liability to any Person as a result of (x) the Agent acting or refraining from acting in accordance with the directions of the Required Lenders (or other applicable Person or set of Persons), (y) the Agent refraining from acting in the absence of instructions to act from the Required Lenders (or other applicable Person or set of Persons), whether or not the Agent has discretionary power to take such action, or (z) the Agent taking discretionary action it is authorized to take under this Section (subject, in the case of this clause (z), to the provisions of Section 9.04(a) hereof).

Exercise of Powers. Subject to the other provisions of this Agreement and the other Loan DocumentsAgreement, the Collateral Agent shall take any action of the type specified herein or in this Agreement or any other Loan Document Security Documents as being within the Collateral Agent's ’s rights, powers or discretion in accordance with directions from the Required Lenders Creditors (or, to the extent this Agreement or such Loan Security Document expressly specifically requires the consent or direction or consent of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such directionsinstructions, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent not inconsistent with directions by the Required Creditors, unless this Agreement or such Loan Security Document expressly specifically requires the consent or direction or consent of the Required Lenders Creditors (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Lender PartiesSecured Creditors. The Collateral Agent shall not have any liability to any Person as a result of (xa) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Lenders Creditors (or other applicable Person or set of Persons), (yb) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Lenders Creditors (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (zc) the Collateral Agent taking discretionary action it is authorized to take under this Section 3.2 (subject, in the case of this clause (z), c) to the provisions of Section 9.04(a) hereof6.2).

Exercise of Powers. Subject to the other provisions of this Agreement and the other Loan DocumentsAgreement, the Collateral Agent shall take any action of the type specified herein or in this Agreement or any other Loan Document Security Documents as being within the Collateral Agent's rights, powers or discretion in accordance with directions from the Required Lenders Directing Party (or, to the extent this Agreement or such Loan Security Document expressly specifically requires the consent or direction or consent of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such directionsinstructions, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent not inconsistent with directions by the Directing Party, unless this Agreement or such Loan Security Document expressly specifically requires the consent or direction or consent of the Required Lenders Directing Party (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Lender Secured Parties. The Collateral Agent shall not have any liability to any Person as a result of (xa) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Lenders Directing Party (or other applicable Person or set of Persons), (yb) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Lenders Directing Party (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (zc) the Collateral Agent taking discretionary action it is authorized to take under this Section (subject, in the case of this clause (z), c) to the provisions of Section 9.04(a) 5.2 hereof).

Exercise of Powers. Subject to the other provisions of this Agreement and the other Loan Shared Security Documents, the Collateral Agent shall take any action of the type specified in this Agreement or any other Loan Shared Security Document as being within the Collateral Agent's rights, powers or discretion in accordance with directions from the Required Lenders Directing Party (or, to the extent this Agreement or such Loan Shared Security Document expressly requires the direction or consent of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of such directions, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent this Agreement or such Loan Shared Security Document expressly requires the direction or consent of the Required Lenders Directing Party (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all the Lender Facility Parties. The Collateral Agent shall not have any liability to any Person as a result of (x) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Lenders Directing Party (or other applicable Person or set of Persons), (y) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Lenders Directing Party (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (z) the Collateral Agent taking discretionary action it is authorized to take under this Section 5.3 (subject, in the case of this clause (z), to the provisions of Section 9.04(a) hereof5.2 [General Nature of Collateral Agent's Duties] ).

Exercise of Powers. Subject to the other provisions of this Agreement and the other Loan Documents, the Agent shall take any action of the type specified in this Agreement or any other Loan Document as being within the Agent's rights, powers or discretion in accordance with directions from the Required Lenders (or, to the extent this Agreement or such Loan Document expressly requires the direction or consent of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of such directions, the Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent this Agreement or such Loan Document expressly requires -49- 316 the direction or consent of the Required Lenders (or some other Person or set of Persons), in which case the Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all the Lender Parties. The Agent shall not have any liability to any Person as a result of (x) the Agent acting or refraining from acting in accordance with the directions of the Required Lenders (or other applicable Person or set of Persons), (y) the Agent refraining from acting in the absence of instructions to act from the Required Lenders (or other applicable Person or set of Persons), whether or not the Agent has discretionary power to take such action, or (z) the Agent taking discretionary action it is authorized to take under this Section (subject, in the case of this clause (z), to the provisions of Section 9.04(a) hereof).

Exercise of Powers. Subject to the other provisions of this Agreement and the other Loan Documents, the Administrative Agent shall take any action of the type specified in this Agreement or any other Loan Document as being within the Administrative Agent's rights, powers or discretion in accordance with directions from the Required Lenders (or, to the extent this Agreement or such Loan Document expressly requires the direction or consent of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of such directions, the Administrative Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent this Agreement or such Loan Document expressly requires the direction or consent of the Required Lenders (or some other Person or set of Persons), in which case the Administrative Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all the Lender Parties. The Administrative Agent shall not have any liability to any Person as a result of (x) the Administrative Agent acting or refraining from acting in accordance with the directions of the Required Lenders (or other applicable Person or set of Persons), (y) the Administrative Agent refraining from acting in the absence of instructions to act from the Required Lenders (or other applicable Person or set of Persons), whether or not the Administrative Agent has discretionary power to take such action, or (z) the Administrative Agent taking discretionary action it is authorized to take under this Section (subject, in the case of this clause (z), to the provisions of Section 9.04(a) hereof8.04(a)).

Exercise of Powers. Subject to the other provisions of this Agreement and the other Loan Documents, the Agent shall take any action of the type specified in this Agreement or any other Loan Document as being within the Agent's rights, powers or discretion in accordance with directions from the Required Lenders (or, to the extent this Agreement or such Loan Document expressly requires the direction or consent of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of such directions, the Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent this Agreement or such Loan Document expressly requires A-50 164 the direction or consent of the Required Lenders (or some other Person or set of Persons), in which case the Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all the Lender Parties. The Agent shall not have any liability to any Person as a result of (x) the Agent acting or refraining from acting in accordance with the directions of the Required Lenders (or other applicable Person or set of Persons), (y) the Agent refraining from acting in the absence of instructions to act from the Required Lenders (or other applicable Person or set of Persons), whether or not the Agent has discretionary power to take such action, or (z) the Agent taking discretionary action it is authorized to take under this Section (subject, in the case of this clause (z), to the provisions of Section 9.04(a) hereof).

Exercise of Powers. Subject to the other provisions of this Agreement and the other Loan Shared Security Documents, the Collateral Agent shall take any action of the type specified in this Agreement or any other Loan Shared Security Document as being within the Collateral Agent's rights, powers or discretion in accordance with directions from the Required Lenders Directing Party (or, to the extent this Agreement or such Loan Shared Security Document expressly requires the direction or consent of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of such directions, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent this Agreement or such Loan Shared Security Document expressly requires the direction or consent of the Required Lenders Directing Party (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all the Lender Facility Parties. The Collateral Agent shall not have any liability to any Person as a result of (x) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Lenders Directing Party (or other applicable Person or set of Persons), (y) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Lenders Directing Party (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (z) the Collateral Agent taking discretionary action it is authorized to take under this Section (subject, in the case of this clause (z), to the provisions of Section 9.04(a5.04(a) hereof).

Exercise of Powers. Subject to the other provisions of this Agreement and the other Loan DocumentsThe Administrative Agent, the US Collateral Agent and/or the Canadian Collateral Agent shall take any action of the type specified in this Loan Agreement or any other Loan Document as being within the such Agent's respective rights, powers or discretion in accordance with directions from the Required Requisite Lenders (or, to the extent this Loan Agreement or such other Loan Document expressly requires the direction or consent of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of such directions, each of the Administrative Agent, the US Collateral Agent and the Canadian Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole and absolute discretion, to take any such action, except to the extent this Loan Agreement or such Loan Document expressly requires the direction or consent of the Required Requisite Lenders (or some other Person or set of Persons), in which case the such Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all the Lender PartiesLenders. The None of the Administrative Agent, the US Collateral Agent or the Canadian Collateral Agent shall not have any liability to any Person as a result of (xi) the such Agent acting or refraining from acting in accordance with the directions of the Required Requisite Lenders (or other applicable Person or set of Persons), (yii) the such Agent refraining from acting in the absence of instructions to act from the Required Requisite Lenders (or other applicable Person or set of Persons), whether or not the such Agent has discretionary power to take such action, or (ziii) the such Agent taking discretionary action it is authorized to take under this Section (subject, in the case of this clause CLAUSE (ziii), to the provisions of Section 9.04(aSECTION 10.04(i) hereof).