Security Documents; etc. (a) The Letter of Credit Issuers and the Lenders hereby authorize the Agent to enter into each of the Security Documents and to take all action contemplated thereby. All rights and remedies under the Security Documents may be exercised by the Agent for the benefit of (i) the Agent, the Letter of Credit Issuers and the Lenders, and (ii) the Agent, the Letter of Credit Issuers and the Lenders. The Agent may assign its rights and obligations under any of the Security Documents to any affiliate thereof or to any trustee, which assignee in each such case shall be entitled to all the rights of the Agent under the applicable Security Document and all rights hereunder of the Agent with respect to the applicable Security Document. (b) Except as provided in Section 11.5 with respect to releasing Collateral, in each circumstance where, under any provision of any Security Document, the Agent shall have the right to grant or withhold any consent, exercise any remedy, make any determination or direct any action by the Borrower under such Security Document, the Agent shall act in respect of such consent, exercise or remedies, determination or action, as the case may be, with consent of and at the direction of the Required Lenders; provided, however, that no such consent of the Required Lenders shall be required with respect to any consent, determination or other matter that is, in the Agent's judgment, non-material, ministerial or administrative in nature. In each circumstance where any consent of or direction from the Required Lenders is required, the Agent shall notify the Lenders in reasonable detail of the matter as to which consent or direction is required and the Agent's proposed course of action with respect thereto. In the event the Agent shall not have received a response from any Lender within three Business Days after receipt of such written notice, such Lender shall be deemed to have agreed to the course of action proposed by the Agent.
Appears in 1 contract
Security Documents; etc. (a) The Letter of Credit Issuers and the Lenders Each Bank hereby authorize authorizes the Agent to enter into each of the Security Documents and to take all action contemplated thereby. All rights and remedies under the Security Documents may be exercised by the Agent for the benefit of (i) the Agent, the Letter of Credit Issuers Banks and the Lenders, and (ii) other beneficiaries thereof upon the Agent, the Letter of Credit Issuers and the Lendersterms thereof. The Agent may assign its rights and obligations as Agent under any of the Security Documents to any affiliate thereof Affiliate of the Agent or to any trustee, which assignee in each such case shall be entitled to all the rights of the Agent under the applicable Security Document and all rights hereunder of the Agent with respect to the applicable Security Document.
(b) Except as provided in Section 11.5 with respect to releasing Collateral, in In each circumstance where, under any provision of any Security Document, the Agent shall have the right to grant or withhold any consent, exercise any remedy, make any determination or direct any action by the Borrower Agent under such Security Document, the Agent shall act in respect of such consent, exercise or remedies, determination or action, as the case may be, with consent of and at the direction of the Required LendersBanks; provided, howeverHOWEVER, that no such consent of the Required Lenders Banks shall be required with respect to any consent, determination or other matter that is, in the Agent's judgment, non-material, ministerial or administrative in nature. In each circumstance where any consent of or direction from the Required Lenders is required; and PROVIDED, the Agent shall notify the Lenders in reasonable detail of the matter as to which consent or direction is required and the Agent's proposed course of action with respect thereto. In the event FURTHER, that the Agent shall not have received expressly release any Collateral (except inventory (and related documents) and equipment sold by a response from any Lender within three Business Days after receipt of such written notice, such Lender shall be deemed to have agreed to the course of action proposed Borrower as permitted by the AgentSecurity Agreement) without the consent of the Required Banks.
Appears in 1 contract
Sources: Credit Agreement (Newtech Corp)