Common use of Exercise of Powers Clause in Contracts

Exercise of Powers. Subject to the other provisions of this Agreement, the Collateral Agent shall take any action of the type specified herein or in any Security Documents as being within the Collateral Agent’s rights, powers or discretion in accordance with directions from the Required Creditors (or, to the extent this Agreement or such Security Document specifically requires the consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructions, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take such action, to the extent not inconsistent with directions by the Required Creditors, unless this Agreement or such Security Document specifically requires the consent or direction of the Required Creditors (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Secured Creditors. The Collateral Agent shall not have any liability to any Person as a result of (a) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Creditors (or other applicable Person or set of Persons), (b) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Creditors (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (c) the Collateral Agent taking discretionary action it is authorized to take under this Section 3.2 (subject, in the case of this clause (c) to the provisions of Section 6.2).

Exercise of Powers. Subject to the other provisions of this AgreementAgreement and the other Loan Documents, the Collateral Agent shall take any action of the type specified herein in this Agreement or in any Security Documents other Loan Document as being within the Collateral Agent’s 's rights, powers or discretion in accordance with directions from the Required Creditors Lenders (or, to the extent this Agreement or such Security Loan Document specifically expressly requires the direction or consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructionsdirections, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent not inconsistent with directions by the Required Creditors, unless this Agreement or such Security Loan Document specifically expressly requires the direction or consent or direction of the Required Creditors Lenders (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Secured CreditorsLender Parties. The Collateral Agent shall not have any liability to any Person as a result of (a) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Creditors Lenders (or other applicable Person or set of Persons), (b) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Creditors Lenders (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (c) the Collateral Agent taking discretionary action it is authorized to take under this Section 3.2 (subject, in the case of this clause (c) ), to the provisions of Section 6.28.4(a)).

Exercise of Powers. Subject to the other provisions of this AgreementAgreement and the other Loan Documents, the Collateral Agent shall take any action of the type specified herein in this Agreement or in any Security Documents other Loan Document as being within the Collateral Agent’s 's rights, powers or discretion in accordance with directions from the Required Creditors Lenders (or, to the extent this Agreement or such Security Loan Document specifically expressly requires the direction or consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructionsdirections, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent not inconsistent with directions by the Required Creditors, unless this Agreement or such Security Loan Document specifically expressly requires the direction or consent or direction of the Required Creditors Lenders (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Secured CreditorsLender Parties. The Collateral Agent shall not have any liability to any Person as a result of (ax) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Creditors Lenders (or other applicable Person or set of Persons), (by) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Creditors Lenders (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (cz) the Collateral Agent taking discretionary action it is authorized to take under this Section 3.2 (subject, in the case of this clause (c) z), to the provisions of Section 6.29.04(a) hereof).

Exercise of Powers. Subject to the other provisions of this AgreementAgreement and the other Loan Documents, the Collateral Agent shall take any action of the type specified herein in this Agreement or in any Security Documents other Loan Document as being within the Collateral Agent’s 's rights, powers or discretion in accordance with directions from the Required Creditors Lenders (or, to the extent this Agreement or such Security Loan Document specifically expressly requires the direction or consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructionsdirections, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent not inconsistent with directions by the Required Creditors, unless this Agreement or such Security Loan Document specifically expressly requires -49- 316 the direction or consent or direction of the Required Creditors Lenders (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Secured CreditorsLender Parties. The Collateral Agent shall not have any liability to any Person as a result of (ax) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Creditors Lenders (or other applicable Person or set of Persons), (by) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Creditors Lenders (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (cz) the Collateral Agent taking discretionary action it is authorized to take under this Section 3.2 (subject, in the case of this clause (c) z), to the provisions of Section 6.29.04(a) hereof).

Exercise of Powers. Subject to the other provisions of this AgreementAgreement and the other Loan Documents, the Collateral Administrative Agent shall take any action of the type specified herein in this Agreement or in any Security Documents other Loan Document as being within the Collateral Administrative Agent’s 's rights, powers or discretion in accordance with directions from the Required Creditors Lenders (or, to the extent this Agreement or such Security Loan Document specifically expressly requires the direction or consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructionsdirections, the Collateral Administrative Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent not inconsistent with directions by the Required Creditors, unless this Agreement or such Security Loan Document specifically expressly requires the direction or consent or direction of the Required Creditors Lenders (or some other Person or set of Persons), in which case the Collateral Administrative Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Secured CreditorsLender Parties. The Collateral Administrative Agent shall not have any liability to any Person as a result of (ax) the Collateral Administrative Agent acting or refraining from acting in accordance with the directions of the Required Creditors Lenders (or other applicable Person or set of Persons), (by) the Collateral Administrative Agent refraining from acting in the absence of instructions to act from the Required Creditors Lenders (or other applicable Person or set of Persons), whether or not the Collateral Administrative Agent has discretionary power to take such action, or (cz) the Collateral Administrative Agent taking discretionary action it is authorized to take under this Section 3.2 (subject, in the case of this clause (c) z), to the provisions of Section 6.28.04(a)).

Exercise of Powers. Subject to the other provisions of this AgreementAgreement and the other Shared Security Documents, the Collateral Agent shall take any action of the type specified herein in this Agreement or in any other Shared Security Documents Document as being within the Collateral Agent’s 's rights, powers or discretion in accordance with directions from the Required Creditors Directing Party (or, to the extent this Agreement or such Shared Security Document specifically expressly requires the direction or consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructionsdirections, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent not inconsistent with directions by the Required Creditors, unless this Agreement or such Shared Security Document specifically expressly requires the direction or consent or direction of the Required Creditors Directing Party (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Secured CreditorsFacility Parties. The Collateral Agent shall not have any liability to any Person as a result of (ax) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Creditors Directing Party (or other applicable Person or set of Persons), (by) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Creditors Directing Party (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (cz) the Collateral Agent taking discretionary action it is authorized to take under this Section 3.2 (subject, in the case of this clause (c) z), to the provisions of Section 6.25.04(a) hereof).

Exercise of Powers. Subject to the other provisions of this AgreementAgreement and the other Shared Security Documents, the Collateral Agent shall take any action of the type specified herein in this Agreement or in any other Shared Security Documents Document as being within the Collateral Agent’s 's rights, powers or discretion in accordance with directions from the Required Creditors Directing Party (or, to the extent this Agreement or such Shared Security Document specifically expressly requires the direction or consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructionsdirections, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent not inconsistent with directions by the Required Creditors, unless this Agreement or such Shared Security Document specifically expressly requires the direction or consent or direction of the Required Creditors Directing Party (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Secured CreditorsFacility Parties. The Collateral Agent shall not have any liability to any Person as a result of (ax) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Creditors Directing Party (or other applicable Person or set of Persons), (by) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Creditors Directing Party (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (cz) the Collateral Agent taking discretionary action it is authorized to take under this Section 3.2 5.3 (subject, in the case of this clause (c) z), to the provisions of Section 6.25.2 [General Nature of Collateral Agent's Duties] ).

Exercise of Powers. Subject to the other provisions of this AgreementThe Administrative Agent, the US Collateral Agent and/or the Canadian Collateral Agent shall take any action of the type specified herein in this Loan Agreement or in any Security Documents other Loan Document as being within the Collateral such Agent’s 's respective rights, powers or discretion in accordance with directions from the Required Creditors Requisite Lenders (or, to the extent this Loan Agreement or such Security other Loan Document specifically expressly requires the direction or consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructionsdirections, each of the Administrative Agent, the US Collateral Agent and the Canadian Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole and absolute discretion, to take any such action, except to the extent not inconsistent with directions by the Required Creditors, unless this Loan Agreement or such Security Loan Document specifically expressly requires the direction or consent or direction of the Required Creditors Requisite Lenders (or some other Person or set of Persons), in which case the Collateral such Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all the Lenders. None of the Secured Creditors. The Administrative Agent, the US Collateral Agent or the Canadian Collateral Agent shall not have any liability to any Person as a result of (ai) the Collateral such Agent acting or refraining from acting in accordance with the directions of the Required Creditors Requisite Lenders (or other applicable Person or set of Persons), (bii) the Collateral such Agent refraining from acting in the absence of instructions to act from the Required Creditors Requisite Lenders (or other applicable Person or set of Persons), whether or not the Collateral such Agent has discretionary power to take such action, or (ciii) the Collateral such Agent taking discretionary action it is authorized to take under this Section 3.2 (subject, in the case of this clause CLAUSE (c) iii), to the provisions of Section 6.2SECTION 10.04(i) hereof).

Exercise of Powers. Subject to the other provisions of this Agreement, the Collateral (a) The Agent shall have the authority to take any action of the type specified herein in this Agreement or in any Security Documents other Loan Document as being within the Collateral Agent’s 's rights, powers or discretion in accordance with directions from the Required Creditors (or, to the extent this Agreement or such Security Document specifically requires the consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructions, the Collateral Agent shall have the authority (but under no circumstances shall be obligated)as it determines, in its sole discretion, to take such actionexcept as provided in subsection (b) below, to and except as provided in any other Loan Document which expressly requires the extent not inconsistent with directions by direction or consent of (i) the Required Creditors, unless this Agreement Lenders; or such Security Document specifically requires the consent or direction (ii) all of the Required Creditors (or some other Person or set of Persons)Lenders, in either of which case circumstances the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Secured Creditors. The Collateral Lenders. (b) Except as otherwise provided in subsection (c) hereof, the Agent shall not have not, without the consent or approval of the Required Lenders, (1) amend, modify, supplement or waive any liability term or provision of this Agreement or any other Loan Document, or (2) consent, or withhold consent, to any Person departure from or variation of the terms and conditions of the negative covenants set forth in Article VII of this Agreement. Without limiting the foregoing, it is understood and agreed that, except as a result otherwise provided in subsection (c) hereof, the Agent shall not, without the consent or approval of all of the Lenders (ai) extend the Collateral Agent acting final maturity of the Loan or refraining from acting any Note, reduce the interest rate payable on or extend the time of payment of any installment of principal, interest or fees payable in connection with the Loan, change the Percentage of the Commitment Amount of any Lender, or increase the Commitment Amount (if the effect of such increase shall require any non-consenting Lender to fund the Loan in excess of its Percentage of the original Commitment Amount), (ii) release any Collateral, except in accordance with the directions of the Required Creditors (or other applicable Person or set of Persons), (b) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Creditors (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (c) the Collateral Agent taking discretionary action it is authorized to take under this Section 3.2 (subject, in the case of this clause (c) to the provisions of Section 6.2).the

Exercise of Powers. Subject to the other provisions of this Agreement, the Collateral Agent shall take any action of the type specified herein or in any other Security Documents as being within the Collateral Agent’s 's rights, powers or discretion in accordance with directions from the Required Creditors Directing Party (or, to the extent this Agreement or such Security Document specifically requires the consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructions, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take such action, to the extent not inconsistent with directions by the Required CreditorsDirecting Party, unless this Agreement or such Security Document specifically requires the consent or direction of the Required Creditors Directing Party (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Secured CreditorsParties. The Collateral Agent shall not have any liability to any Person as a result of (a) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Creditors Directing Party (or other applicable Person or set of Persons), (b) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Creditors Directing Party (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (c) the Collateral Agent taking discretionary action it is authorized to take under this Section 3.2 (subject, in the case of this clause (c) to the provisions of Section 6.25.2 hereof).

Exercise of Powers. Subject to the other provisions of this AgreementAgreement and the other Loan Documents, the Collateral Agent shall take any action of the type specified herein in this Agreement or in any Security Documents other Loan Document as being within the Collateral Agent’s 's rights, powers or discretion in accordance with directions from the Required Creditors Lenders (or, to the extent this Agreement or such Security Loan Document specifically expressly requires the direction or consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructionsdirections, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent not inconsistent with directions by the Required Creditors, unless this Agreement or such Security Loan Document specifically expressly requires A-50 164 the direction or consent or direction of the Required Creditors Lenders (or some other Person or set of Persons), in which case the Collateral Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to such direction, discretion or consent shall be binding on all of the Secured CreditorsLender Parties. The Collateral Agent shall not have any liability to any Person as a result of (ax) the Collateral Agent acting or refraining from acting in accordance with the directions of the Required Creditors Lenders (or other applicable Person or set of Persons), (by) the Collateral Agent refraining from acting in the absence of instructions to act from the Required Creditors Lenders (or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, or (cz) the Collateral Agent taking discretionary action it is authorized to take under this Section 3.2 (subject, in the case of this clause (c) z), to the provisions of Section 6.29.04(a) hereof).

Exercise of Powers. Subject to the other provisions of this Agreement, the Collateral (a) Agent shall take any action of the type specified herein in this Agreement or in any Security Documents other Loan Document as being within the Collateral Agent’s 's rights, powers or discretion in accordance with directions from the Majority Lenders or the Required Creditors Lenders, if applicable, (or, to the extent this Agreement or such Security Loan Document specifically expressly requires the direction or consent or direction of some other Person or set of Persons, then instead in accordance with the directions of such other Person or set of Persons). In the absence of any such instructionsdirections, the Collateral Agent shall have the authority (but under no circumstances shall be obligated), in its sole discretion, to take any such action, except to the extent not inconsistent with directions by the Required Creditors, unless this Agreement or such Security Loan Document specifically expressly requires the direction or consent or direction of the Majority Lenders, the Required Creditors (Lenders, or some other Person or set of Persons), Persons in which case the Collateral Agent shall not take such action absent such direction or consent. (b) Agent shall have the right to request instructions from the Lenders at any time. If Agent shall request instructions from the Lenders with respect to any act or action (including the failure to act) in connection with this Agreement or any of the other Loan Documents, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Required Lenders, and Agent shall not incur liability to any Person by reason of so refraining. (c) Any action or inaction pursuant to such a direction, discretion or consent from the Majority Lenders or the Required Lenders (if applicable) shall be binding on all of the Secured CreditorsLenders. The Collateral Agent shall not have any liability to any Person as a result of of: (ai) the Collateral Agent acting or refraining from acting in accordance with the directions of the Majority Lenders or the Required Creditors (Lenders, or other applicable Person or set of Persons; (ii) subject to the provisions of Section 10.4(a), (b) the Collateral Agent refraining from acting in the absence of instructions to act from the Majority Lenders or the Required Creditors Lenders (if applicable), or other applicable Person or set of Persons), whether or not the Collateral Agent has discretionary power to take such action, ; or (ciii) subject to the Collateral provisions of Section 10.4(a), Agent taking discretionary action it is authorized to take under this Section 3.2 Section. (subjectd) Notwithstanding anything to the contrary contained herein, Agent shall not do or take any of the following actions or grant any consent described below, without, in each case, the prior consent of Lenders which have made Loans constituting 100% in principal amount of Loans outstanding on such date, or if no Loans are outstanding, Lenders which have Commitments to make Loans constituting, in the case aggregate, at least 100% of the total Commitments hereunder ("REQUIRED LENDERS"): (i) amend, consent to or permit the amendment of any provision of this clause Agreement or any other Loan Document, relating to the rate of interest, fees, charges, reimbursement of Costs, indemnification of Agent or Lenders or other Borrower's Liabilities due or accruing hereunder or under any other Loan Document; (cii) extend or permit the extension of the Maturity Date or otherwise extend or defer the time for payment of Borrower's Liabilities, including, but not limited to Costs, fees, interest and principal; (iii) subordinate or release the lien on any asset securing any Secured Obligations; provided that Agent with the consent of a Majority Lenders shall have the right to (A) release liens as expressly required under this Agreement or the other Loan Documents and (B) release of liens on Pledged Property having, in the aggregate, a fair market value (in Majority Lenders' reasonable determination) of less than $1,000,000; (iv) amend or consent to the amendment of covenants set forth in Section 6.1 of this Agreement; (v) except as provided in Section 10.3(d)(iii), grant any consent or waive any negative covenant set forth in Sections 6.3(a), 6.3(b), 6.3(c), 6.3(e), 6.3(f), 6.3(k), 6.3(l); (vi) waive any Unmatured Default or Event of Default under Section 7.1(c), (d), (h), (i), (j), (k) or (l); (vii) increase the aggregate Commitment hereunder or increase the Maximum Principal Amount set forth in Section 2.2(a); (viii) Declare a default and accelerate the Secured Obligations pursuant to Section 7.3; or (ix) Amend any provision of this Section 10.3(d). (e) Except as expressly required pursuant to Section 10.3(d), if Agent is required pursuant to the terms hereof to obtain the approval or consent of Lenders for any act or action (including the failure to act) or if Agent requests the approval, consent or instruction of Lenders for any act or action (including the failure to act), the approval, consent or instruction of the Majority Lenders shall be required or sufficient. Agent shall be entitled to rely upon the consent, approval and/or instruction of the Majority Lenders, notwithstanding that other Lenders may have given Agent contrary directions, objected to such action or course of action, or, directed Agent to take or not to take a contrary action. (f) Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Pledged Property or Loan Document which may be necessary to perfect and maintain perfected the security interest in and liens upon the Pledged Property granted pursuant to any of the Loan Documents. (g) Lenders hereby authorize Agent to release any lien granted to or held by Agent upon any Pledged Property upon termination of this Agreement and the Commitments and payment and satisfaction of all of the Secured Obligations (other than the Contingent Secured Obligations, as defined in the Security Agreement) at any time arising under or in respect of this Agreement and the other Loan Documents or the transactions contemplated hereby or thereby. Upon request by Agent at any time, Lenders will confirm in writing Agent's authority to release particular types or items of Pledged Property pursuant to this Section. (h) Upon the release of any lien in accordance with Section 10.3(g), and upon at least five (5) Business Days' prior written request by Borrower, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of such liens; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent's reasonable opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations (including the Contingent Secured Obligations) or any liens upon (or obligations of Borrower in respect of) all interests retained by Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Pledged Property. In the event of any sale or transfer of Pledged Property, or any foreclosure with respect to any of the Pledged Property, Agent shall be authorized to deduct all of the Costs incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (i) Subject to the provisions of Section 6.210.4(a), Agent shall have no obligation whatsoever to Lenders, or to any other Person to assure that: (i) the Pledged Property exists; (ii) the Pledged Property is owned by Borrower, any other Loan Party or any other Person; (iii) the Pledged Property is cared for, protected or insured; (iv) the liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority; or (v) to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 10.3, or in any of the other Loan Documents. It is understood and agreed by Lenders that in respect of the Pledged Property, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent's own interest in the Pledged Property as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders, except for Agent's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (j) In addition to Agent's right to take actions on its own accord as permitted under this Agreement but subject to the provisions of Section 10.3(d)(viii), Agent shall take such action with respect to an Unmatured Default or Event of Default as shall be directed by the Majority Lenders; provided that until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Unmatured Default or Event of Default as it shall deem advisable. (k) Agent shall not be required to deliver to any Lender, originals or copies of any documents, instruments, notices, communications or other information, other than the Financials, received by Agent from the Required Lenders, any Lender, or any other Person under or in connection with this Agreement or any other Loan Document, except (i) as specifically provided in this Agreement or any other Loan Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of Agent at the time of receipt of such request and then only in accordance with such specific request.