Common use of Action by the Agent Clause in Contracts

Action by the Agent. Except as otherwise expressly provided under this Agreement or in any other of the Loan Documents, Agent will take such action, assert such rights and pursue such remedies under this Agreement and the other Loan Documents as the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder shall direct. Except as otherwise expressly provided in any of the Loan Documents, Agent will not (and will not be obligated to) take any action, assert any rights or pursue any remedies under this Agreement or any of the other Loan Documents in violation or contravention of any express direction or instruction of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. Agent may refuse (and will not be obligated) to take any action, assert any rights or pursue any remedies under this Agreement or any of the other Loan Documents without the express written direction and instruction of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. In the event Agent fails, within a commercially reasonable time, to take such action, assert such rights, or pursue such remedies as the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, direct, the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, shall have the right to take such action, to assert such rights, or pursue such remedies on behalf of all of the Lenders unless the terms hereof otherwise require the consent of all the Lenders to the taking of such actions. All notices and other material information required to be delivered by Borrowers to Agent hereunder shall be delivered within a reasonable time (and in any event not more than five (5) days) after Agent's receipt of same by Agent to each Lender. No Lender (other than the Agent, acting in its capacity as Agent) shall be entitled to take any enforcement action of any kind under any of the Loan Documents, except as expressly provided in this Agreement. Action that may be taken by Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder may be taken pursuant to a vote at a meeting (which may be held by telephone conference call) of all of the Lenders, or pursuant to the written consent of such Lenders.

Action by the Agent. Except The Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Note Documents that the Agent is required to exercise in writing as otherwise expressly directed by the Requisite Holders (or such other number or percentage of the Holders as shall be necessary under the circumstances as provided in Section 12.02) and in all cases the Agent shall be fully justified in failing or refusing to act hereunder or under this Agreement or in any other Note Documents unless it shall (a) receive written instructions from the Requisite Holders or the Holders, as applicable, (or such other number or percentage of the Loan Documents, Agent will Holders as shall be necessary under the circumstances as provided in Section 12.02) specifying the action to be taken and (b) be indemnified to its satisfaction by the Holders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action, assert such rights . The instructions as aforesaid and pursue such remedies under this Agreement and any action taken or failure to act pursuant thereto by the other Loan Documents as the Requisite Lenders or Agent shall be binding on all of the LendersHolders. If a Default has occurred and is continuing, then the Agent shall take such action with respect to such Default as shall be directed by the case requisite Requisite Holders in the written instructions (with indemnities) described in this Section 11.04 provided that, unless and until the Agent shall have received such directions, the Agent may be as provided for hereunder (but shall direct. Except as otherwise expressly provided in any of the Loan Documents, Agent will not (and will not be obligated to) take any such action, assert any rights or pursue any remedies under this Agreement or any refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the other Loan Holders. In no event, however, shall the Agent be required to take any action which, in its opinion, or the opinion of its counsel, exposes the Agent to liability or which is contrary to this Agreement, the Note Documents or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law. If a Default has occurred and is continuing, no Agent shall have any obligation to perform any act in respect thereof. The Agent shall not be liable for any action taken or contravention of any express direction not taken by it with the consent or instruction at the request of the Requisite Lenders Holders or all the Holders (or such other number or percentage of the Lenders, Holders as shall be necessary under the case may be circumstances as provided for hereunder. in Section 12.02), and otherwise the Agent may refuse (and will shall not be obligated) liable for any action taken or not taken by it hereunder or under any other Note Document or under any other document or instrument referred to take any action, assert any rights or pursue any remedies under this Agreement or any of the other Loan Documents without the express written direction and instruction of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. In the event Agent fails, within a commercially reasonable time, to take such action, assert such rights, herein or pursue such remedies as the Requisite Lenders therein or all of the Lenders, as the case may be as provided for hereunder, direct, the Requisite Lenders in connection herewith or all of the Lenders, as the case may be as provided for hereunder, shall have the right to take such action, to assert such rights, or pursue such remedies on behalf of all of the Lenders unless the terms hereof otherwise require the consent of all the Lenders to the taking of such actions. All notices and other material information required to be delivered by Borrowers to Agent hereunder shall be delivered within a reasonable time (and in any event not more than five (5) days) after Agent's receipt of same by Agent to each Lender. No Lender (other than the Agent, acting in its capacity as Agent) shall be entitled to take any enforcement action of any kind under any of the Loan Documentstherewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except as expressly provided in this Agreement. Action that may be taken by Requisite Lenders for its own gross negligence or all of the Lenders, as the case may be as provided for hereunder may be taken pursuant to a vote at a meeting (which may be held by telephone conference call) of all of the Lenders, or pursuant to the written consent of such Lenderswillful misconduct.

Action by the Agent. Except as otherwise expressly provided under this the Agreement or in any other of the Loan Documents, Agent will take such action, assert such rights and pursue such remedies under this Agreement and the other Loan Documents as the Requisite Majority of Lenders or all of the Lenders, as the case may be as provided for hereunder hereunder, shall direct. Except as otherwise expressly provided in any of the Loan Documents, Agent will not (and will shall not be obligated to) take any action, assert any rights or pursue any remedies under this Agreement or any of the other Loan Documents in violation or contravention of any express direction or instruction of the Requisite Majority of Lenders or all of the Lenders, as the case may be be, as provided for hereunder. Agent may refuse (and will shall not be obligated) to take any action, assert any rights or pursue any remedies under this Agreement or any of the other Loan Documents without the express written direction and instruction of the Requisite Majority of Lenders or all of the Lenders, as the case may be be, as provided for hereunder. In the event Agent fails, within a commercially reasonable time, to take such action, assert such rights, or pursue such remedies as in the Requisite manner in which it is directed to take such action, the Majority of Lenders or all of the Lenders, as the case may be as provided for hereunderbe, direct, the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, shall have the right to take such action, to assert such rights, or pursue such remedies on behalf of all of the Lenders unless the terms hereof otherwise require the consent of all the Lenders to the taking of such actions. All notices and other material information required to be delivered by Borrowers Borrower to Agent hereunder shall be delivered to each Lender within a reasonable time (and in any event not more than five (5) days) after Agent's receipt of same by Agent to each LenderAgent. No Lender (other than the Agent, acting in its capacity as Agent) shall be entitled to take any enforcement action of any kind under any of the Loan Documents, except as expressly provided in this Agreement. Action that may be taken by Requisite Majority of Lenders or all of the Lenders, as the case may be as provided for hereunder may be taken pursuant to a vote at a meeting (which may be held by telephone conference call) of all of the Lenders, or pursuant to the written consent of such Lenders.

Action by the Agent. Except as otherwise expressly provided under this Credit Agreement or in any other of the Loan Documents, Agent will take such action, assert such rights and pursue such remedies under this Credit Agreement and the other Loan Documents as the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder shall direct. Except as otherwise expressly provided in any of the Loan Documents, Agent will not (and will not be obligated to) take any action, assert any rights or pursue any remedies under this Credit Agreement or any of the other Loan Documents in violation or contravention of any express direction or instruction of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. Agent may refuse (and will not be obligated) to take any action, assert any rights or pursue any remedies under this Credit Agreement or any of the other Loan Documents without the express written direction and instruction of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. In the event Agent fails, within a commercially reasonable time, to take such action, assert such rights, or pursue such remedies as the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, direct, the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, shall have the right to take such action, to assert such rights, or pursue such remedies on behalf of all of the Lenders unless the terms hereof otherwise require the consent of all the Lenders to the taking of such actions. All notices and other material information required to be delivered by Borrowers Borrower to Agent hereunder shall be delivered within a reasonable time (and in any event not more than five (5) days) after Agent's receipt of same by Agent to each Lender. No Lender (other than the Agent, acting in its capacity as Agent) shall be entitled to take any enforcement action of any kind under any of the Loan Documents, except as expressly provided in this Credit Agreement. Action that may be taken by Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder may be taken pursuant to a vote at a meeting (which may be held by telephone conference call) of all of the Lenders, or pursuant to the written consent of such Lenders.

Action by the Agent. Except as otherwise expressly provided under this Loan Agreement or in any other of the Loan Documents, Agent will take such action, assert such rights and pursue such remedies under this Loan Agreement and the other Loan Documents as the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder shall direct. Except as otherwise expressly provided in any of the Loan Documents, Agent will not (and will not be obligated to) take any action, assert any rights or pursue any remedies under this Loan Agreement or any of the other Loan Documents in violation or contravention of any express direction or instruction of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. Agent may refuse (and will not be obligated) to take any action, assert any rights or pursue any remedies under this Loan Agreement or any of the other Loan Documents without the express written direction and instruction of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. In the event Agent fails, within a commercially reasonable time, to take such action, assert such rights, or pursue such remedies as the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, direct, the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, shall have the right to take such action, to assert such rights, or pursue such remedies on behalf of all of the Lenders unless the terms hereof otherwise require the consent of all the Lenders to the taking of such actions. All notices and other material information required to be delivered by Borrowers Borrower to Agent hereunder shall be delivered within a reasonable time (and in any event not more than five (5) days) after Agent's receipt of same by Agent to each Lender. No Lender (other than the Agent, acting in its capacity as Agent) shall be entitled to take any enforcement action of any kind under any of the Loan Documents, except as expressly provided in this Loan Agreement. Action that may be taken by Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder may be taken pursuant to a vote at a meeting (which may be held by telephone conference call) of all of the Lenders, or pursuant to the written consent of such Lenders.

Action by the Agent. Except as otherwise expressly provided under this Agreement The Agent shall have no duty to take any discretionary action or in exercise any other of the Loan Documentsdiscretionary powers, Agent will take such action, assert such except discretionary rights and pursue such remedies under this Agreement and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise in writing as directed by the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) and in all cases the Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Requisite Lenders or the Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, then the Agent shall take such action with respect to such Default as shall be directed by the case Requisite Lenders in the written instructions (with indemnities) described in this Section 11.04 provided that, unless and until the Agent shall have received such directions, the Agent may be as provided for hereunder (but shall direct. Except as otherwise expressly provided in any of the Loan Documents, Agent will not (and will not be obligated to) take any such action, assert any rights or pursue any remedies under this Agreement or any refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the other Lenders. In no event, however, shall the Agent be required to take any action which, in its opinion, or the opinion of its counsel, exposes the Agent to liability or which is contrary to this Agreement, the Loan Documents or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law. If a Default has occurred and is continuing, no Agent shall have any obligation to perform any act in respect thereof. The Agent shall not be liable for any action taken or contravention of any express direction not taken by it with the consent or instruction at the request of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. Agent may refuse Lenders (and will not be obligated) to take any action, assert any rights or pursue any remedies under this Agreement such other number or any of the other Loan Documents without the express written direction and instruction of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. In the event Agent fails, within a commercially reasonable time, to take such action, assert such rights, or pursue such remedies as the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, direct, the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, shall have the right to take such action, to assert such rights, or pursue such remedies on behalf of all percentage of the Lenders unless the terms hereof otherwise require the consent of all the Lenders to the taking of such actions. All notices and other material information required to be delivered by Borrowers to Agent hereunder as shall be delivered within a reasonable time (necessary under the circumstances as provided in Section 12.02), and in otherwise the Agent shall not be liable for any event action taken or not more than five (5) days) after Agent's receipt of same taken by Agent to each Lender. No Lender (other than the Agent, acting in its capacity as Agent) shall be entitled to take any enforcement action of any kind it hereunder or under any of the other Loan DocumentsDocument or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except as expressly provided in this Agreement. Action that may be taken by Requisite Lenders for its own gross negligence or all of the Lenders, as the case may be as provided for hereunder may be taken pursuant to a vote at a meeting (which may be held by telephone conference call) of all of the Lenders, or pursuant to the written consent of such Lenderswillful misconduct.

Action by the Agent. Except as otherwise expressly provided under this Agreement or in any other of the Loan Documents, Agent will take such action, assert such rights and pursue such remedies under this Agreement and the other Loan Documents as the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder shall direct. Except as otherwise expressly provided in any of the Loan Documents, Agent will not (and will not be obligated to) take any action, assert any rights or pursue any remedies under this Agreement or any of the other Loan Documents in violation or contravention of any express direction or instruction of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. Agent may refuse (and will not be obligated) to take any action, assert any rights or pursue any remedies under this Agreement or any of the other Loan Documents without the express written direction and instruction of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. In the event Agent fails, within a commercially reasonable time, to take such action, assert such rights, or pursue such remedies as the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, direct, the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, shall have the right to take such action, to assert such rights, or pursue such remedies on behalf of all of the Lenders unless the terms hereof otherwise require the consent of all the Lenders to the taking of such actions. All notices and other material information required to be delivered by Borrowers Borrower to Agent hereunder shall be delivered within a reasonable time (and in any event not more than five (5) days) after Agent's receipt of same by Agent to each Lender. No Lender (other than the Agent, acting in its capacity as Agent) shall be entitled to take any enforcement action of any kind under any of the Loan Documents, except as expressly provided in this Agreement. Action that may be taken by Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder may be taken pursuant to a vote at a meeting (which may be held by telephone conference call) of all of the Lenders, or pursuant to the written consent of such Lenders.