Actions by Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of any Lender Agent as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lender Agents and Lenders (other than the Conduit 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 Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Lender Agent or Lenders; provided that, notwithstanding anything to the contrary herein, the Administrative Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Administrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a Lender Agent or Lender pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive or negative) from such Person within ten Business Days of such Person’s receipt of such request, then such Lender or Lender Agent shall be deemed to have declined to consent to the relevant action.
Actions by Administrative Agent. Each Pledgor hereby designates Administrative Agent, or any agent designated by Administrative Agent, as the attorney-in-fact of such Pledgor to: (a) endorse in favor of Administrative Agent any of the Collateral; (b) upon the occurrence and during the continuance of an Event of Default, cause the transfer of any of the Collateral in such name as Administrative Agent may from time to time determine; (c) renew, extend or roll over any Collateral; and (d) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the Collateral or rights therein. Administrative Agent may take such action with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. Administrative Agent shall also have and may exercise at any time all rights, remedies, powers, privileges and discretions of each Pledgor with respect to and under the Collateral; provided, however, Administrative Agent shall have no right to exercise any Voting Rights except in accordance with Section 6 hereof. Except as provided herein, all of the rights, remedies, powers, privileges and discretions included in this Section 8, other than Voting Rights, may be exercised by Administrative Agent whether or not the Obligations are then due and whether or not an Event of Default has occurred. The within designation and grant of power of attorney is coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative Agent. The power of attorney shall not be affected by subsequent disability or incapacity of any Pledgor. Administrative Agent and Lenders shall not be liable for any act or omission to act pursuant to this Section 8, except for any act or omission to act which is in actual bad faith or constituting the gross negligence of such party.
Actions by Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement as reasonably deemed appropriate unless it shall first have received the consent of the Majority Banks (or, when expressly required hereby, all of the Banks), and shall be indemnified to its reasonable satisfaction by the Banks 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 Administrative Agent 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 the instruction of the Majority Banks (or, when expressly required hereby or thereby, all of the Banks), and such instruction and any action taken or failure to act pursuant thereto shall be binding upon the Banks and all future holders of the Notes or any Letter of Credit Participation.
Actions by Administrative Agent. Upon any occasion requiring or ------------------------------- permitting an approval, consent, election or other action on the part of Banks, action shall be taken by Administrative Agent for and on behalf or for the benefit of all Banks upon the direction of the required number of Banks and the Administrative Agent, if applicable, as set forth in Section 11.1 of the Agreement.
Actions by Administrative Agent. Notwithstanding Section 11.1 above, Administrative Agent shall not take any of the following actions (collectively, the “Material Changes”):
(a) increase the Commitment of any Lender without the written consent of such Lender;
(b) reduce the principal amount of any Advance or reduce the rate of interest thereon, or reduce any fees payable hereunder, or reduce any other Obligations hereunder or under any other Loan Document, without the written consent of each Lender affected thereby;
(c) postpone the scheduled date of payment of the principal amount of any Advance, or any interest thereon, or any fees payable hereunder, or any other Obligations hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Availability Termination Date without the written consent of each Lender affected thereby;
(d) change this Agreement in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender;
(e) release any of the Collateral (except as expressly provided in Section 11.11(b));
(f) change Section 5.20, without the written consent of each Lender; or
(g) change (i) any of the provisions of this Section 11.19, (ii) the definition of “Required Lenders” or (iii) any other provision hereof specifying the number or percentage of Lenders required to (A) waive, amend or modify any rights hereunder or under any other Loan Documents or (B) make any determination or grant any consent hereunder or any other Loan Documents, without the written consent of each Lender.
Actions by Administrative Agent. Each Lender agrees that any action taken by Administrative Agent at the direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in this Agreement), and any action taken by Administrative Agent not requiring consent by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in this Agreement) shall be authorized by and binding upon all Lenders. Borrower acknowledges that the right of the Administrative Agent to grant consent or waivers hereunder or under any Loan Document is subject to consent and approval rights of the Required Lenders, as provided herein and in the Agreement Among Lenders.
Actions by Administrative Agent. The Administrative Agent shall take such actions, or refrain from taking such actions, under each of the Transaction Documents with respect to the rights and remedies of Buyers, including with respect to any Purchased Receivable, in each case as may be directed by the Required Buyers; provided, until the Administrative Agent receives such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as Administrative Agent deems advisable and in the best interests of the Buyers. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Buyers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Buyers and the Administrative Agent.
Actions by Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or the Loan Documents as it reasonably deems appropriate unless it shall first have received such advice or concurrence of the Banks and shall be indemnified to its reasonable satisfaction by the Banks 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 Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement or any of the Loan Documents in accordance with a request of the Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Banks and all future holders of the Notes or any Letter of Credit Participation.
Actions by Administrative Agent. The Required Lenders may direct the Administrative Agent in writing as to the method and the extent of any sale or other disposition of any collateral or other property of Borrower and shall indemnify and hold the Administrative Agent harmless from all liabilities incurred in respect to all actions taken or omitted in accordance with such directions provided that Administrative Agent need not comply with any such directions to the extent Administrative Agent reasonably believes the Administrative Agent’s compliance with such directions would constitute a violation of the obligations undertaken by the Administrative Agent and/or Lenders under the Credit Documents, or will constitute a violation of any statute, ordinance or regulation applicable to the Administrative Agent or be commercially unreasonable in any applicable jurisdiction.
Actions by Administrative Agent. Except as set forth in the definition ------------------------------- of Undertaking Letter of Credit, Sections 2.1(b)(z), 2.1(c) or 2.1(d), Article IV, Article V or Article VI of this Undertaking, Administrative Agent shall have no right to enforce any rights or remedies under this Undertaking unless and until an Event of Default shall have occurred and be continuing; provided that -------- nothing in this Section 2.6 shall impact the rights and remedies of the Banks under the Collateral Documents. Notwithstanding anything to the contrary in this Undertaking, nothing in this Section 2.6 shall in any way affect, modify or limit the waivers and agreements of TECO set forth in Section 2.2(b), 2.2(d), 2.2(e), 2.3(a), 2.4 or 2.5 of this Undertaking regardless of whether any Event of Default exists.
