Common use of Actions by Agents Clause in Contracts

Actions by Agents. In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agents shall, if (a) so requested by the Majority Banks and (b) the Majority Banks have provided to the Agents such additional indemnities and assurances against expenses and liabilities as the Agents may reasonably request, proceed to enforce the provisions of any of the Other Documents authorizing the sale or other disposition all or any part of any collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of any such collateral. The Majority Banks may direct the Agents in writing as to the method and the extent of any such sale or other disposition or other rights or remedies as it may have in respect of such collateral, the Banks hereby agreeing to indemnify and hold the Agents harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions; PROVIDED, HOWEVER, that the Agents need not comply with any such direction to the extent that the Agents reasonably believe the Agents' compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction. In any event, the Banks agree, as among themselves, that the Agents shall not, without the consent or approval of the Majority Banks, (i) consent or agree to any amendment or waiver of any material term, condition or covenant contained in this Agreement or the Other Documents (other than those provisions that may only be amended or waived with the unanimous approval of the Banks under Section 9.14), (ii) declare any Event of Default or determine that a Material Adverse Effect has occurred, (iii) exercise any right or remedy with respect to the acceleration or collection of the Obligations or (iv) take any other action which requires the consent or approval of the Banks under this Agreement or the Other Documents.

Actions by Agents. In case one or more Events of Default have occurred Other than matters that are ministerial in nature (including, for example, maintaining the Register under Section 9.04(e) and shall be continuing, and whether or not acceleration of taking perfection actions with respect to the Obligations shall have occurredCollateral), the Agents shall, if shall not take any action or exercise any powers (whether expressly contemplated by the terms of this Agreement or otherwise) except as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances) and in all cases they shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless they shall (a) so requested receive written instructions from the applicable percentage of Lenders (including, in the Agent’s discretion, instructions by e-mail from counsel to the Majority Banks Required Lenders) or the Lenders, as applicable, (or such other number or percentage of the Lenders as shall be required under the circumstances) specifying the action to be taken and (b) be indemnified to each of their satisfaction by the Majority Banks have provided 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 shall be binding on all of the Lenders. If a Default has occurred and is continuing, then the Collateral Agent shall take such action with respect to such Default as shall be directed by the Administrative Agent (acting at the direction of the requisite Lenders in the written instructions (accompanied by indemnity satisfactory to the Agents Administrative Agent or the Loan Administrator, as applicable) described in this Section 8.03), provided that, unless and until the Administrative Agent or the Loan Administrator (as applicable) shall have received such additional indemnities and assurances against expenses and liabilities as directions, the Agents may reasonably request(but shall not be obligated to) take such action, proceed or refrain from taking such action, with respect to enforce such Default as it shall deem advisable in the provisions of any best interests of the Other Lenders. In no event, however, shall the Agents be required to take any action which exposes either of them to personal liability or which is contrary to this Agreement, the Loan Documents authorizing or applicable law. The Agents shall not be liable for any action taken or not taken by either of them with the sale consent or other disposition all at the request of the Required Lenders or any part of any collateral and exercise all the Lenders (or any such other legal number or percentage of the Lenders as shall be necessary under the circumstances), and equitable and other rights or remedies as it may have in respect of any such collateral. The Majority Banks may direct the Agents in writing as to the method and the extent of any such sale or other disposition or other rights or remedies as it may have in respect of such collateral, the Banks hereby agreeing to indemnify and hold the Agents harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions; PROVIDED, HOWEVER, that the Agents need not comply with any such direction to the extent that the Agents reasonably believe the Agents' compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction. In any event, the Banks agree, as among themselves, that otherwise the Agents shall not, without the consent not be liable for any action taken or approval of the Majority Banks, (i) consent not taken by it hereunder or agree to any amendment or waiver of any material term, condition or covenant contained in this Agreement or the Other Documents (other than those provisions that may only be amended or waived with the unanimous approval of the Banks under Section 9.14), (ii) declare any Event of Default or determine that a Material Adverse Effect has occurred, (iii) exercise any right or remedy with respect to the acceleration or collection of the Obligations or (iv) take any other action which requires the consent Loan Document or approval 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 for its own gross negligence or willful misconduct (as determined by a final order of the Banks under this Agreement or the Other Documentsa court of competent jurisdiction not subject to further appeal).

Actions by Agents. In case one (a) Each of the Agents shall be fully justified in failing or more Events refusing to take any action under this Agreement as it reasonably deems appropriate unless it shall first have received such advice or concurrence of Default have occurred the Lenders and shall be continuingindemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any of the Loan Documents in accordance with a request of the Lenders or the Majority Lenders, as the case may be, and whether such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes. Without limiting the generality of the foregoing, as among the Agents and the Lenders (but not for the benefit of the Borrowers), if and when the Administrative Agent exercises remedies under the Security Documents with respect to Collateral, the Administrative Agent will follow the directions, if any, of the Majority Lenders in determining which items and types of Collateral to dispose of and in what order. (b) Whether or not acceleration an Event of the Obligations Default shall have occurred, the Agents shall, if (a) so requested by the Majority Banks and (b) the Majority Banks have provided Administrative Agent may from time to the Agents time exercise such additional indemnities and assurances against expenses and liabilities as the Agents may reasonably request, proceed to enforce the provisions of any rights of the Other Administrative Agent and the Lenders under the Loan Documents authorizing the sale or other disposition all or any part of any collateral and exercise all or any such other legal and equitable and other rights or remedies as it determines may have in respect of any such collateral. The Majority Banks may direct be necessary or desirable to protect the Agents in writing as to the method Collateral and the extent interests of any such sale or other disposition or other rights or remedies as it may have in respect of such collateralthe Administrative Agent, the Banks hereby agreeing to indemnify Issuing Bank and hold the Agents harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions; PROVIDED, HOWEVER, that Lenders therein and under the Agents need not comply with any such direction to the extent that the Agents reasonably believe the Agents' compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdictionLoan Documents. In any eventaddition, the Banks agree, as among themselves, that the Agents shall notAdministrative Agent may, without the consent or approval of the Majority BanksLenders, release Collateral valued by the Administrative Agent, in its reasonable discretion, of not more than $1,000,000 in any year. (ic) consent Neither Agent nor any of its directors, officers, employees or agree agents shall incur any liability by acting in reliance on any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by any of them to any amendment be genuine or waiver of any material term, condition to be signed by the proper party or covenant contained in this Agreement or the Other Documents (other than those provisions that may only be amended or waived with the unanimous approval of the Banks under Section 9.14), (ii) declare any Event of Default or determine that a Material Adverse Effect has occurred, (iii) exercise any right or remedy with respect to the acceleration or collection of the Obligations or (iv) take any other action which requires the consent or approval of the Banks under this Agreement or the Other Documentsparties.