Common use of Necessity for Agent Action or Consent Clause in Contracts

Necessity for Agent Action or Consent. So long as this Assignment shall be held by Agent as security for the Obligations, (a) no approval, consent, election, waiver, vote or other matter which is given or required or permitted to be given or which inures to the benefit of Assignor under the Collateral Documents shall be deemed to have been given unless and until given by Agent; (b) no Prohibited Modification may be entered into without the consent of Agent and any such attempted modification, amendment or waiver without such consent shall be null and void; (c) except to the extent that the Collateral has been paid in full, or it is otherwise required by the terms of the Collateral, no Collateral may be released without the execution of the documentation of release by Agent, and any attempt to release without such execution by Agent shall be null and void; and (d) any exercise of discretion by Assignor, any requirements imposed or to be imposed, or permitted to be imposed, by Assignor hereunder, shall be deemed to have been exercised or imposed only when so exercised or imposed by Agent. The rights of Agent under this section may be exercised by Agent solely at the option of Agent, and Agent shall have no obligation to give any consent or take any other action whatsoever contemplated hereby, but may instead defer in writing to Assignor or require the written concurrence of Assignor before giving any such consent or taking any such other actions. Without implying any limitation upon the scope of Section 7.01 hereof, it is specifically noted that the provisions of Section 7.01 hereof apply, without limitation, to any action or failure to act on the part of Agent with respect to the matters contemplated by this Section 4.03. ARTICLE FIVE

Necessity for Agent Action or Consent. So long as this Assignment shall be held by the Agent as security for the Obligations, (a) except (if no Event of Default then exists) in the ordinary course of the Borrower's business and in conformance with the Credit Agreement, no approval, consent, election, waiver, vote waiver or other matter which is given or required or permitted to be given or which inures to the benefit of Assignor the Borrower under the Collateral Documents shall be deemed to have been given unless and until given or consented to in writing by the Agent; (b) except (if no Prohibited Modification Event of Default then exists) in the ordinary course of the Borrower's business and in conformance with the Credit Agreement, any matter which is to be established or determined to the satisfaction of the Borrower, or which is accepted or required to be accepted by the Borrower, shall not be deemed to have been so established, determined or accepted unless and until so established, determined or accepted by the Agent; (c) except (if no Event of Default then exists) in the ordinary course of the Borrower's business and in conformance with the Credit Agreement, nothing contained in any of the Collateral Documents may be entered into modified or amended in any manner or respect whatsoever without the consent of Agent the Agent, and any such attempted modification, modification or amendment or waiver without such consent shall be null and void; (cd) except to the extent that the Collateral has been paid in full, or it is otherwise required by the terms of the Collateral, no Collateral may be released without the execution of the documentation of release by the Agent or the Collateral Agent, and any attempt to attempted release without such execution by the Agent or the Collateral Agent shall be null and void; provided, however, that the Agent agrees to execute and deliver a release of assets securitized in a securitization transaction permitted under the terms of the Credit Agreement; and (de) except (if no Event of Default then exists) in the ordinary course of the Borrower's business and in conformance with the Credit Agreement, any exercise of discretion by Assignorthe Borrower, any requirements imposed or to be imposed, or permitted to be imposed, by Assignor the Borrower hereunder, shall be deemed to have been exercised or imposed only when so exercised or imposed by the Agent. The rights of the Agent under this section Section 3.03 may be exercised by the Agent solely at the option of the Agent, and the Agent shall have no obligation to give any consent or take any other action whatsoever contemplated hereby, but may instead defer in writing to Assignor the Borrower or require the written concurrence of Assignor the Borrower before giving any such consent or taking any such other actions. Without implying any limitation upon the scope of Section 7.01 6.01 hereof, it is specifically noted that the provisions of Section 7.01 6.01 hereof apply, without limitation, to any action or failure to act on the part of the Agent with respect to the matters contemplated by this Section 4.03. ARTICLE FIVE3.03.

Necessity for Agent Action or Consent. So long as this Assignment shall be held by Agent as security for the Obligations, (a) no approval, consent, election, waiver, vote waiver or other matter which is given or required or permitted to be given or which inures to the benefit of Assignor Borrower under the Collateral Documents shall be deemed to have been given unless and until given by Agent; (b) no Prohibited Modification any matter which is to be established or determined to the satisfaction of Borrower, or which is accepted or required to be accepted by Borrower, shall not be deemed to have been so established, determined or accepted unless and until so established, determined or accepted by Agent; (c) any matter which is to be received by, delivered to, assigned to or held by Borrower, including any notice to Borrower under the Collateral Documents, shall be deemed to have been received, delivered, assigned or held only when so received, delivered, assigned or held by or to Agent; (d) nothing contained in any of the Collateral Documents may be entered into modified, amended or waived in any manner or respect whatsoever without the consent of Agent Agent, and any such attempted modification, amendment or waiver without such consent shall be null and void; (ce) except to the extent that the Collateral has been paid in full, or it is otherwise required by the terms of the Collateral, no Collateral may be released without the execution of the documentation of release by Agent, and any attempt to attempted release without such execution by Agent shall be null and void; and (df) any exercise of discretion or rights by AssignorBorrower, any requirements imposed or to be imposed, or permitted to be imposed, by Assignor Borrower hereunder, shall be deemed to have been exercised or imposed only when so exercised or imposed by Agent. The rights of Agent under this section may be exercised by Agent solely at the option of AgentAgent or the Agent upon the direction of the Majority Lenders (as defined in the Credit Agreement) in accordance with the Credit Agreement, and Agent shall have no obligation to give any consent or take any other action whatsoever contemplated hereby, but may instead defer in writing to Assignor or require the written concurrence of Assignor before giving any such consent or taking any such other actions. Without implying any limitation upon the scope of Section 7.01 hereof, it is specifically noted that the provisions of Section 7.01 hereof apply, without limitation, to any action or failure to act on the part of Agent Lender with respect to the matters contemplated by this Section 4.03. ARTICLE FIVEFIVE ------------ ENFORCEMENT OF COLLATERAL DOCUMENTS ----------------------------------- Xxxxxxxx acknowledges and agrees that Agent at all times, whether or not an Event of Default has occurred and whether or not Agent is the absolute owner of the Collateral, shall have the right, but not the obligation, to exercise and enforce, in its own name or in Borrower's name, any or all rights and remedies of Borrower under the Collateral Documents to the exclusion of Borrower, including but not limited to the right to inspect the Property, to receive information and documents, to declare due the indebtedness secured by the Collateral Documents upon the occurrence of a default thereunder, to grant or withhold approvals, to service the Abbey Loan upon the occurrence of an event of default thereunder and to exercise discretion with respect to any matter. Borrower shall not exercise or attempt to exercise any such right or remedy except at the written request of Agent and only in strict accordance with the instructions of Agent. Agent may, at its option, enforce or conduct any action for foreclosure (including nonjudicial foreclosure)under the Collateral Documents in its own name or in the name of Borrower, and Borrower specifically consents to any foreclosure (including nonjudicial foreclosure) under any or all of the Collateral Documents or any other action taken by Agent even though such action may release any person from personal liability on any of the Collateral Documents. Upon the exercise by Agent of any such remedies, any amount bid by Agent or any Lender at any sale of any of the Property or any other Collateral for the Collateral Note or Collateral Participation Documents may, at the option of Agent or such Lender, be deemed to be a credit bid of the indebtedness evidenced by the Collateral Note or the obligations payable under the Collateral Participation Documents and the indebtedness evidenced by the Note, or either or both of them; Agent shall be entitled to set off the amount of any such bid against any such indebtedness, all at the election of Agent, in its sole discretion; and any or all proceeds of the Collateral Note or Collateral Participation Documents may be applied against the indebtedness evidenced by the Note in such order as Agent and the Majority Banks shall elect in accordance with the Credit Agreement, and Agent or any Lender shall hold any property obtained by Agent or such Lender at any such sale free and clear of any interest or claims of Borrower, regardless of whether Agent shall have exercised any remedy under this Assignment with respect to any of the Collateral Documents, or shall have sold any of the Collateral Documents or obtained absolute title thereto pursuant to its rights and remedies under the Uniform Commercial Code. Xxxxxxxx hereby agrees to pay to Agent, immediately upon demand, all costs and expenses, including without limitation attorney's fees, incurred by Agent in connection with the enforcement or foreclosure of any Collateral Documents, with interest from the date of expenditure at the rate for overdue payments specified in the Credit Agreement, to the extent permitted by applicable laws. ARTICLE SIX ----------- REMEDIES --------