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 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.

Action by the Agent. Whether or not an Event of Default has occurred (except with respect to subparagraph (iv) below) and whether or not the Agent is the absolute owner of the Collateral: (i) The Agent may take such action as the Agent may deem necessary to protect the Collateral or its security interest therein, the Agent being hereby authorized to pay, purchase, contest and compromise any encumbrance, charge or lien which in the sole judgment of the Agent appears to be prior or superior to its security interest in the Collateral, and in exercising any such powers and authority to pay necessary expenses, employ counsel and pay reasonable attorneys' fees. (ii) Except as otherwise expressly provided required by law, the Agent shall be under this Agreement no duty or obligation to (a) preserve, process, develop, maintain or protect the Collateral or any of the Borrower's rights or interests therein, or (b) make or give any notices of default (except as may be specifically required herein or in the Credit Agreement), presentments, demands for performance, notices of non-performance or dishonor, protests, notices of protests or notices of any other nature whatsoever in connection with the Collateral on behalf of the Borrower or any other person having any interest therein; and the Agent does not assume and shall not be obligated to perform the obligations of the Borrower, if any, with respect to the Collateral. The Agent may, at any time and from time to time during the existence of an Event of Default, without notice or demand and at the expense of the Borrower, make requests for information concerning the Collateral from any obligor thereon. (iii) The Agent may, at its sole option, make advances to protect the Collateral and its security therein, or for any reason for which the Borrower is permitted under the terms of the Collateral Documents to make advances, and any such advances made by the Agent shall be deemed advanced under the Collateral Documents, increasing the indebtedness evidenced and secured thereby, and also shall be deemed advances under the Loan Documents, increasing the Loan indebtedness; provided, however, that unless the Agent, in its sole discretion determines that the making of such advance is an emergency or unless an Event of Default then exists, the Agent will only make such advances if the Borrower shall have failed to take such actionthe steps (including, assert such rights and pursue such remedies under this Agreement and but not limited to, 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 payment of any express direction costs or instruction of expenses) required by the Requisite Lenders or all of Agent to protect the Lenders, Collateral as specified in a written demand from 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 failsAgent, 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) days after Agentthe Borrower's receipt of same by such demand. (iv) Upon the occurrence and continuance of an Event of Default, the Agent may at any time transfer and assign the Collateral or any portion thereof. To effect such transfer and/or assignment, the Borrower shall duly execute in blank and deliver with each Mortgage Loan delivered to the Collateral Agent, an allonge to each Lender. No Lender (other than the AgentMortgage Loan Note, acting in its capacity as Agent) shall be entitled to take any enforcement action an assignment of any kind under any each Mortgage, and an assignment of the other Mortgage Loan DocumentsDocuments in the forms attached as Exhibits A, except B-1, B-2 and B-3 hereto (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 Lendersapplicable).

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 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 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 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.