Common use of Action by the Agent Clause in Contracts

Action by the Agent. (a) The Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement or any other Loan Document, unless the Agent shall have been instructed by the Majority Banks (or, where expressly required, all the Banks) to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the request of the Majority Banks (or, where expressly required, all the Banks) unless time is of the essence. The Agent shall incur no liability to the Banks under or in respect of this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or wilful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdiction. (b) The Agent shall not be liable to the Banks or to any Bank or the Borrower or any of its Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (or, where expressly required, all the Banks), and any action taken or failure to act pursuant to such instructions shall be binding on all Banks. The Agent shall not be obligated to take any action which is contrary to Applicable Law or which would in the Agent's reasonable opinion subject the Agent to liability.

Action by the Agent. (a) The Except for action or other matters expressly required of the Agent hereunder, the Agent shall in all cases be entitled fully justified in failing or refusing to use act hereunder unless it shall (i) receive written instructions from the Required Lenders (or the Required Revolving Lenders or all of the Lenders as expressly required by Section 15(d)) specifying the action to be taken, and (ii) be indemnified to its discretion with respect to exercising or refraining from exercising satisfaction by the Lenders against any rights and all liability and expenses which may be vested in incurred by it by, and with respect to by reason of taking or refraining from taking any action or actions which it may be able continuing to take under or in respect of, this Agreement or any other Loan Document, unless the Agent shall have been instructed by the Majority Banks (or, where expressly required, all the Banks) to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the request of the Majority Banks (or, where expressly required, all the Banks) unless time is of the essence. The Agent shall incur no liability to the Banks under or in respect of this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or wilful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdiction. (b) The Agent shall not be liable to the Banks or to any Bank or the Borrower or any of its Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks Required Lenders (or, where or all of the Lenders as expressly required, all the Banksrequired by Section 15(d), ) and any action taken or failure to act pursuant to such instructions thereto by the Agent shall be binding on all Banksof the Lenders. The If a Default has occurred and is continuing, the Agent shall take such action with respect to such Default as shall be directed by the Required Lenders (or the Required Revolving Lenders or all of the Lenders as required by Section 15(d)) in the written instructions (with indemnities) described in this Section 14(g), provided that, unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Agent be required to take any action which exposes the Agent to personal liability or which is contrary to Applicable Law this Agreement, the Security Instruments, or which would in the Agent's reasonable opinion subject the Agent to liabilityany other Loan Document or applicable law.