Common use of Certain Rights of the Agent Clause in Contracts

Certain Rights of the Agent. (a) If the Agent shall request instructions from the Required Lenders with respect to any act or action (including the failure to act) in connection with this Agreement, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Required Lenders and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders; provided, however, that the Agent shall not be required to act or not act in accordance with any instructions of the Required Lenders if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable law. (b) The Agent may assume that no Event of Default has occurred and is continuing, unless the Agent has received notice from the Borrower stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuing. (c) If the Agent may not, pursuant to Section 9.4(b), assume that no Event of Default has occurred and is continuing, the Agent shall give notice thereof to the Lenders and shall act or not act upon the instructions of the Required Lenders, provided that the Agent shall not be required to act or not act if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable law, and provided further, that if the Required Lenders fail, for five days after the receipt of notice from the Agent, to instruct the Agent, then the Agent, in its discretion, may act or not act as it deems advisable for the interests of the Lenders.

Certain Rights of the Agent. (a) The Agent shall have the right to request instructions from the Aggregate Required Lenders, the Existing Required Lenders or the Term B Required Lenders, as applicable, or, as required, each of the Lenders. If the Agent shall request instructions from the Aggregate Required Lenders, the Existing Required Lenders or the Term B Required Lenders, as applicable, or each of the Lenders, as the case may be, with respect to any act or action (including the failure to act) in connection with this Credit Agreement, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Aggregate Required Lenders, the Existing Required Lenders or the Term B Required Lenders, as applicable, or each of the Lenders, as the case may be, and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders; provided, however, that the Agent shall not be required to act or not act in accordance with any instructions of the Required Lenders if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable law. (b) The Agent may assume that no Event of Default has occurred and is continuing, unless the Agent has received notice from the Borrower stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuing. (c) If the Agent may not, pursuant to Section 9.4(b), assume that no Event of Default has occurred and is continuing, the Agent shall give notice thereof to the Lenders and shall act or not act upon the instructions of the Aggregate Required Lenders, provided that the Agent shall not be required to act or not act if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable law, and provided further, that if the Existing Required Lenders failor the Term B Required Lenders, for five days after the receipt of notice from the Agentas applicable, to instruct the Agent, then the Agent, in its discretion, may act or not act as it deems advisable for the interests each of the Lenders, as the case may be.

Certain Rights of the Agent. (a) If the Agent shall request instructions from the Required Lenders with respect to any act or action (including the failure to act) in connection with this Agreement, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Required Lenders and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders; provided, however, that the Agent shall not be required to act or not act in accordance with any instructions of the Required Lenders if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable law. (b) The Agent may assume that no Event of Default has occurred and is continuing, unless the Agent has received notice from the Borrower stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuing. (c) If the Agent may not, pursuant to Section 9.4(b), assume that no Event of Default has occurred and is continuing, the Agent shall give notice thereof to the Lenders and shall act or not act upon the instructions of the Required Lenders, provided that the Agent shall not be required to act or not act if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable law, and provided further, that if the Required Lenders fail, for five 5 days after the receipt of notice from the Agent, to instruct the Agent, then the Agent, in its discretion, may act or not act as it deems advisable for the interests of the Lenders.

Certain Rights of the Agent. (a) If the Agent shall request instructions from the Required Lenders with respect to any act or action (including the failure to act) in connection with this AgreementAgreement or any other Loan Documents, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Required Lenders and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders; provided, however, that the Agent shall not be required to act or not act in accordance with any instructions of the Required Lenders if to do so would expose the Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawApplicable Law. (b) The Agent may assume that no Event of Default has occurred and is continuing, unless the Agent has received notice from the Borrower Company stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuing. (c) If the Agent may nothas notice, pursuant to Section 9.4(b)or has received notice, assume that no an Event of Default has occurred and is continuing, the Agent shall give notice thereof to the Lenders and shall act or not act upon the instructions of the Required Lenders, provided that the Agent shall not be required to act or not act if to do so would expose the Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawApplicable Law, and provided further, that if the Required Lenders fail, for five days after the receipt of notice from the Agent, to instruct the Agent, then the Agent, in its discretion, may act or not act as it deems advisable for the protection of the interests of the LendersLenders and shall be fully protected in so acting.

Certain Rights of the Agent. (a) If the Agent shall request instructions from the Required Lenders or all the Lenders, as the case may be, with respect to any act or action (including the failure to act) in connection with this Agreementor any Loan Document, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Required Lenders or all the Lenders, as the case may be; and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders or all the Lenders, as the case may be. The Agent shall be fully justified in failing or refusing to take any action under any Loan Document (i) if such action would, in the opinion of the Agent, be contrary to law or the terms of any Loan Document, (ii) if it shall not receive such advice or concurrence of the Required Lenders as it deems appropriate, or (iii) if it shall not first be indemnified to its 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Loan Document in accordance with a request or consent of the Required Lenders or the Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. Notwithstanding the foregoing, where the Agent has requested authority from the Required Lenders or all the Lenders, as the case may be, to take or refrain from taking a specified action, the Agent may deem that it has been given such authority from any Lender from which it has not received a response ten days after such request has been made; provided, however, that nothing contained herein shall limit the Agent shall not be required Agent's right to act or not act refrain from acting in accordance with any instructions the absence of the Required Lenders if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable law. (b) The Agent may assume that no Event of Default has occurred and is continuing, unless the Agent has received notice an actual response from the Borrower stating the nature of the Event of Default, Lender or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuingLenders in question. (c) If the Agent may not, pursuant to Section 9.4(b), assume that no Event of Default has occurred and is continuing, the Agent shall give notice thereof to the Lenders and shall act or not act upon the instructions of the Required Lenders, provided that the Agent shall not be required to act or not act if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable law, and provided further, that if the Required Lenders fail, for five days after the receipt of notice from the Agent, to instruct the Agent, then the Agent, in its discretion, may act or not act as it deems advisable for the interests of the Lenders.

Certain Rights of the Agent. (a) If the Agent shall request instructions from the Required Lenders with respect to any act or action (including the failure to act) in connection with this Agreement, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Required Lenders and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders; provided, however, that the Agent shall not be required to act -------- ------- or not act in accordance with any instructions of the Required Lenders if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable law. (b) The Agent may assume that no Event of Default has occurred and is continuing, unless the Agent has received notice from the Borrower stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuing. (c) If the Agent may not, pursuant to Section 9.4(b), assume that no Event of Default has occurred and is continuing, the Agent shall give notice thereof to the Lenders and shall act or not act upon the instructions of the Required Lenders, provided -------- that the Agent shall not be required to act or not act if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable law, and provided further, that if the Required Lenders fail, for -------- ------- five days after the receipt of notice from the Agent, to instruct the Agent, then the Agent, in its discretion, may act or not act as it deems advisable for the interests of the Lenders.

Certain Rights of the Agent. (a) If the Agent shall request instructions from the Required Lenders with respect to any act or action (including the failure to act) in connection with this AgreementAgreement or any other Loan Documents, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Required Lenders and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders; providedPROVIDED, howeverHOWEVER, that the Agent shall not be required to act or not act in accordance with any instructions of the Required Lenders if to do so would expose the Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawApplicable Law. (b) The Agent may assume that no Event of Default has occurred and is continuing, unless the Agent has received notice from the Borrower Company stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuing. (c) If the Agent may nothas notice, pursuant to Section 9.4(b)or has received notice, assume that no an Event of Default has occurred and is continuing, the Agent shall give notice thereof to the Lenders and shall act or not act upon the instructions of the Required Lenders, provided PROVIDED that the Agent shall not be required to act or not act if to do so would expose the Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawApplicable Law, and provided furtherPROVIDED FURTHER, that if the Required Lenders fail, for five days after the receipt of notice from the Agent, to instruct the Agent, then the Agent, in its discretion, may act or not act as it deems advisable for the protection of the interests of the LendersLenders and shall be fully protected in so acting.

Certain Rights of the Agent. (a) the Security Agent, the Issuing Bank and the Swingline Lender. If the Agent Agent, the Security Agent, the Issuing Bank or the Swingline Lender shall request instructions or consent from the Lenders or Required Lenders with respect to any act action or action actions (including the failure to act) in connection with this Agreement where such instructions or consent are required or provided for in this Agreement, the Agent Agent, the Security Agent, the Issuing Bank or the Swingline Lender, as the case may be, shall be entitled to refrain from such act or taking such action act, unless and until the Agent it shall have received such instructions or consent from such Lenders; and neither the Required Lenders and Agent, the Agent Security Agent, the Issuing Bank nor the Swingline Lender shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent Agent, the Security Agent, the Issuing Bank nor the Swingline Lender, as a result of the Agent Agent, the Issuing Bank or the Swingline Lender acting or refraining from acting hereunder in accordance with the instructions or consent of any Lender, all Lenders or the Required Lenders where such instructions or consent are required or provided for by this Agreement. In the absence of any express provision as to instructions or consent of any or all Lenders or Required Lenders, the Agent, the Security Agent, the Swingline Lender and the Issuing Bank may request instructions or consent from the Required Lenders and, if so requested, shall be entitled to refrain from acting or taking such acts unless and until it shall have received such instructions or consent, shall have no liability to any Lender, and shall be fully protected in acting or refraining from acting hereunder in accordance with instructions or consent of the Required Lenders; provided, however, that the Agent shall not be required to act or not act in accordance with any instructions of the Required Lenders if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable law. (b) The Agent may assume that no Event of Default has occurred and is continuing, unless the Agent has received notice from the Borrower stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuing. (c) If the Agent may not, pursuant to Section 9.4(b), assume that no Event of Default has occurred and is continuing, the Agent shall give notice thereof to the Lenders and shall act or not act upon the instructions of the Required Lenders, provided that the Agent shall not be required to act or not act if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable law, and provided further, that if the Required Lenders fail, for five days after the receipt of notice from the Agent, to instruct the Agent, then the Agent, in its discretion, may act or not act as it deems advisable for the interests of the Lenders.

Certain Rights of the Agent. (a) If the Agent shall request instructions from the Required Lenders Banks with respect to any act or action (including the failure to act) in connection with this AgreementAgreement or any other Loan Documents, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Required Lenders Banks and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required LendersBanks; provided, however, that -------- ------- the Agent shall not be required to act or not act in accordance with any instructions of the Required Lenders Banks if to do so would expose the Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawApplicable Law. (b) The Agent may assume that no Event of Default has occurred and is continuing, unless the Agent has received notice from the Borrower Company stating the nature of the Event of Default, or has received notice from a Lender Bank stating the nature of the Event of Default and that such Lender Bank considers the Event of Default to have occurred and to be continuing. (c) If the Agent may not, pursuant to Section 9.4(b9.04(b), assume that no Event of Default has occurred and is continuing, the Agent shall give notice thereof to the Lenders Banks and shall act or not act upon the instructions of the Required LendersBanks, provided that the Agent shall not be required to act or or not -------- act if to do so would expose the Agent to significant personal liability or would be contrary to any Loan Document or to applicable lawApplicable Law, and provided further, -------- ------- that if the Required Lenders Banks fail, for five days after the receipt of notice from the Agent, to instruct the Agent, then the Agent, in its discretion, may act or not act as it deems advisable for the protection of the interests of the LendersBanks and shall be fully protected in so acting.

Certain Rights of the Agent. (a) If The Agent is authorized at any time after the occurrence and during the continuation of an Event of Termination or Incipient Event of Termination to deliver to the Lock-Box Banks the Notice of Effectiveness provided for in the Lock Box Agreements. The Seller hereby transfers to the Agent, effective when the Agent delivers such Notice of Effectiveness, the exclusive ownership and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall request instructions from make payments. The Seller shall take any actions reasonably requested by the Required Lenders with respect Agent to any act or action (including effect such transfer. After the failure to act) occurrence of an Event of Termination, all amounts in connection the Lock-Box Accounts which represent Collections of Receivables may, in accordance with this Agreement, be deposited into the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Required Lenders and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders; provided, however, that the Agent shall not be required to act or not act in accordance with any instructions of the Required Lenders if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable lawAgent’s Account. (b) At any time following and during the continuation of an Event of Termination or Incipient Event of Termination: (i) The Agent may assume direct the Obligors of Pool Receivables that no Event of Default has occurred and is continuing, unless all payments thereunder be made directly to the Agent has received notice from the Borrower stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuingits designee. (cii) If At the Seller’s expense the Agent may notmay, pursuant and at the request of the Agent the Seller shall, notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to Section 9.4(b), assume that no Event of Default has occurred the Agent or its designee. (iii) At the Agent’s request and is continuingat the Seller’s expense, the Seller and the Collection Agent shall give notice thereof (x) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Lenders Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall act or not act upon make the instructions of the Required Lenders, provided that same available to the Agent shall not be required to act or not act if to do so would expose at a place selected by the Agent or its designee, (y) segregate all cash, checks and other instruments received by it from time to significant liability time constituting Collections of Pool Receivables in a manner acceptable to the Agent and, (z) promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or would be contrary to any Loan Document or to applicable law, and provided further, that if the Required Lenders fail, for five days after the receipt with duly executed instruments of notice from the Agenttransfer, to instruct the Agent, then the Agent, in Agent or its discretion, may act or not act as it deems advisable for the interests of the Lendersdesignee.

Certain Rights of the Agent. (a) If The Agent may notify the Agent shall request instructions from Obligors of Pool Receivables, at any time and at the Required Lenders with respect to any act or action (including Seller's expense, of the failure to act) in connection with ownership of Receivable Interests under this Agreement. On or after the Obligor Notification Date, the Agent shall may deliver the Notice to Insurers to be entitled delivered to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Required Lenders and the Agent shall not incur liability pursuant to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders; provided, however, that the Agent shall not be required to act or not act in accordance with any instructions of the Required Lenders if to do so would expose the Agent to significant liability or would be contrary to any Loan Document or to applicable lawSection 5.01(t) hereof. (b) At any time following the designation of a Collection Agent other than the Parent or any Originator pursuant to Section 6.01 or following an Event of Termination or an Incipient Event of Termination: (i) The Agent may assume direct, to the extent permitted under applicable law, the Obligors of Pool Receivables that no Event of Default has occurred and is continuing, unless all payments thereunder be made directly to the Agent has received notice from the Borrower stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuingits designee. (cii) If At the Agent's request and at the Seller's expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct, to the extent permitted under applicable law, that payments be made directly to the Agent may not, pursuant to Section 9.4(b), assume that no Event of Default has occurred or its designee. (iii) At the Agent's request and is continuingat the Seller's expense, the Seller and the Collection Agent shall give notice thereof (A) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Lenders Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables and, to the extent permitted under applicable law, shall act or not act upon make the instructions of the Required Lenders, provided that same available to the Agent shall not be required at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to act time constituting Collections of Pool Receivables in a manner acceptable to the Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed or not act if with duly executed instruments of transfer, to do so would expose the Agent or its designee. (iv) The Seller authorizes the Agent to significant liability take any and all steps in the Seller's name and on behalf of the Seller that are necessary or would be contrary to any Loan Document or to desirable, in the determination of the Agent and otherwise permitted under applicable law, to collect amounts due under the Pool Receivables, including, without limitation, endorsing the Seller's name on checks and provided further, that if other instruments representing Collections of Pool Receivables and enforcing the Required Lenders fail, for five days after Pool Receivables and the receipt of notice from the Agent, to instruct the Agent, then the Agent, in its discretion, may act or not act as it deems advisable for the interests of the LendersRelated Security and related Contracts.