Common use of Actions by Agent Clause in Contracts

Actions by Agent. The 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 the Lenders as it deems appropriate and, if it so requests, it shall 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. Without limiting the generality of the foregoing, the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Transaction Documents) and shall not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. The 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 Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary); provided that, notwithstanding anything to the contrary herein, the Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. In the event the Agent requests the consent of a Lender pursuant to the foregoing provisions and the 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 shall be deemed to have declined to consent to the relevant action. The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Transaction Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Unmatured Event of Default or Event of Default, (iv) the value, validity, enforceability, sufficiency, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

Actions by Agent. The Neither 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 the Lenders as it deems appropriate and, if it so requests, it shall 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. Without limiting the generality of the foregoing, the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Loan Documents that the such Agent is required to exercise in writing as directed in writing by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be expressly necessary under the circumstances as provided for herein in Section 12.02) and in all cases such 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 Majority 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 such Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, then each Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the other Transaction Documentswritten instructions (with indemnities) described in this Section 11.03; provided that, unless and until such Agent shall nothave received such directions, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall either Agent be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. Neither Agent shall be liable for any action taken or not taken by it with the failure to disclose, any information relating to consent or at the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. The 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 Required Majority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessarynecessary under the circumstances as provided in Section 12.02), or as the and otherwise neither Agent shall believe in good faith shall be necessary); provided that, notwithstanding anything to the contrary herein, the Agent shall not be required to take liable for any action hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any Applicable Law taken or contrary to any provision of this Agreement or shall expose the Agent to liability not taken by it hereunder or otherwise. In the event the Agent requests the consent of a Lender pursuant to the foregoing provisions and the 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 shall be deemed to have declined to consent to the relevant action. The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or under any other Transaction Document, (ii) the contents of Loan Document or under any certificate, report or other document delivered hereunder or thereunder instrument referred to or provided for herein or therein or in connection herewith or therewiththerewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, (iii) except for its own gross negligence or willful misconduct. Subject to the performance or observance of any foregoing limitations, each Agent shall follow the written instructions of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Unmatured Event of Default or Event of Default, (iv) the value, validity, enforceability, sufficiency, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than Majority Lenders with respect to confirm receipt of items expressly required actions to be delivered to taken under this Agreement and the Agentother Loan Documents.

Actions by Agent. (a) The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document as it reasonably deems appropriate unless it shall first receive have received such advice or concurrence of the Lenders as it deems appropriate and, if it so requests, it and shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the generality of the foregoing, the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Transaction Documents) and shall not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document of the Loan Documents in accordance with a request of the Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes. (b) Whether or not an Event of Default shall have occurred, the Agent may from time to time exercise such rights of the Agent and the Lenders under the Loan Documents as it determines may be necessary or desirable to protect the Collateral and the interests of the Agent and the Lenders therein and under the Loan Documents. In addition, the Agent may, without the consent of the Required Lenders Lenders, if no Event of Default has occurred and is continuing, release Collateral valued by the Agent, in its sole discretion, of not more than $500,000 in any fiscal year. (or such other number or percentage of the Lenders as shall be necessary, or as c) Neither the Agent nor any of its directors, officers, employees or agents shall believe incur any liability by acting in good faith shall reliance on any notice, consent, certificate, statement or other writing (which may be necessary); provided thata bank wire, notwithstanding anything telex, facsimile or similar writing) believed by any of them to be genuine or to be signed by the proper party or parties. (d) The Agent may, and the Borrowers hereby authorize the Agent to, include references to the contrary hereinBorrowers and their Subsidiaries, and utilize any logo or other distinctive symbol associated with the Agent Borrowers or any of their Subsidiaries (subject to the Borrowers’ prior review and written consent, which shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any Applicable Law unreasonably withheld or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. In the event the Agent requests the consent of a Lender pursuant to the foregoing provisions and the Agent does not receive a consent (either positive or negativedelayed) from such Person within ten Business Days of such Person’s receipt of such request, then such Lender shall be deemed to have declined to consent to the relevant action. The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement any advertising, promotion or any other Transaction Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Unmatured Event of Default or Event of Default, (iv) the value, validity, enforceability, sufficiency, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to marketing undertaken by the Agent.

Actions by Agent. The If an Event of Default exists: (i) Agent shall be fully justified ---------------- have, for the benefit the Lenders, in failing or refusing addition to all other rights of Agent and the Lenders, the rights and remedies of a secured party under all personal property security laws, including, without limitation, the UCC; (ii) Agent may, at any time, take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence possession of the Lenders as Collateral and keep it deems appropriate andon Borrower's premises, if it so requests, it shall first be indemnified at no cost 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. Without limiting the generality of the foregoing, the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Transaction Documents) and shall not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any Lender, or remove any part of its Affiliates it to such other place or places as Agent may desire, or Borrower shall, upon Agent's demand, at Borrower's cost, assemble or cause to be assembled the Collateral and make it available to Agent at a place reasonably convenient to Agent; and (iii) Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as Agent deems advisable (unless the Majority Lenders shall direct otherwise), and may, if Agent deems it reasonable, postpone or adjourn any sale of the Collateral and by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any capacity. The way requiring notice to be given in the following manner, Borrower agrees that any notice by Agent shall in all cases be fully protected in actingof sale, disposition or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary); provided that, notwithstanding anything to the contrary herein, the Agent shall not be required to take any intended action hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. In the event the Agent requests the consent of a Lender pursuant to the foregoing provisions and the 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 shall be deemed to have declined to consent to the relevant action. The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement herewith, whether required by the UCC or any other Transaction Documentotherwise, shall constitute reasonable notice to Borrower if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least five (ii5) the contents of any certificate, report Business Days prior to such action to Borrower's address specified in or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Unmatured Event of Default or Event of Default, (iv) the value, validity, enforceability, sufficiency, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than pursuant to confirm receipt of items expressly required to be delivered to the AgentSection 15.

Actions by Agent. (a) The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document as it reasonably deems appropriate unless it shall first receive have received such advice or concurrence of the Lenders as it deems appropriate and, if it so requests, it and shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the generality of the foregoing, the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Transaction Documents) and shall not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document of the Loan Documents in accordance with a request of the Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes. (b) Whether or not an Event of Default shall have occurred, the Agent may from time to time exercise such rights of the Agent and the Lenders under the Loan Documents as it determines may be necessary or desirable to protect the Collateral and the interests of the Agent and the Lenders therein and under the Loan Documents. In addition, the Agent may, without the consent of the Required Lenders Lenders, if no Event of Default has occurred and is continuing, release Collateral valued by the Agent, in its sole discretion, of not more than $500,000 in any fiscal year. (or such other number or percentage of the Lenders as shall be necessary, or as c) Neither the Agent nor any of its directors, officers, employees or agents shall believe incur any liability by acting in good faith shall reliance on any notice, consent, certificate, statement or other writing (which may be necessary); provided thata bank wire, notwithstanding anything telex, facsimile or similar writing) believed by any of them to be genuine or to be signed by the proper party or parties. (d) Agent may, and the Borrower hereby authorizes the Agent to, include references to the contrary hereinBorrower and its Subsidiaries, and utilize any logo or other distinctive symbol associated with the Agent Borrower or any of its Subsidiaries (subject to the Borrower’s prior review and written consent, which shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any Applicable Law unreasonably withheld or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. In the event the Agent requests the consent of a Lender pursuant to the foregoing provisions and the Agent does not receive a consent (either positive or negativedelayed) from such Person within ten Business Days of such Person’s receipt of such request, then such Lender shall be deemed to have declined to consent to the relevant action. The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement any advertising, promotion or any other Transaction Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Unmatured Event of Default or Event of Default, (iv) the value, validity, enforceability, sufficiency, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to marketing undertaken by the Agent.

Actions by Agent. (a) The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document as it reasonably deems appropriate unless it shall first receive have received such advice or concurrence of the Lenders as it deems appropriate and, if it so requests, it and shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the generality of the foregoing, the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Transaction Documents) and shall not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document of the Loan Documents in accordance with a request or consent of the Required Lenders (or such other number or percentage of the Lenders or the Required Lenders, as the case may be, and such request and any action taken or failure to act pursuant to this Agreement shall be necessary, or as binding on the Agent shall believe in good faith shall be necessary); provided that, notwithstanding anything to Lenders and all holders of the contrary herein, the Notes. The Agent shall not be required to take any action hereunder if which exposes the taking Agent to personal liability or which is contrary to the Loan Documents or applicable law. In absence of such instructions from the Lenders, the Agent shall have authority, in its sole discretion, to take or not to take any action, and any such action or failure to act shall be binding on the Lenders and on all holders of the Notes. Each Lender and each holder of any Notes shall execute and delivery such additional instruments, including powers of attorney in the reasonable determination favor of the Agent, shall as may be in violation of any Applicable Law necessary or contrary desirable to any provision of this Agreement or shall expose enable the Agent to liability hereunder or otherwise. In the event the Agent requests the consent of a Lender pursuant to the foregoing provisions and the 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 shall be deemed to have declined to consent to the relevant action. The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with exercise its powers under this Agreement and under the Loan Documents. (b) Whether or any other Transaction Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Unmatured Event of not a Default or Event of DefaultDefault shall have occurred, the Agent may from time to time exercise such rights of the Agent and the Lenders under the Loan Documents as it determines may be necessary or desirable to protect the Collateral and the interests of the Agent and the Lenders therein and under the Loan Documents. In addition, the Agent may, without the consent of the Lenders, release the Lender's security interest in Collateral having an aggregate value equal to or less than $1,000,000 (ivas valued by the Agent in its reasonable discretion) in any consecutive 12-month period, which amount shall be in addition to the value, validity, enforceability, sufficiency, effectiveness or genuineness releases of security interests with respect to sales which are otherwise permitted by this Agreement. (c) Neither the Agent nor any of its directors, officers, employees or agents shall incur any liability by acting in reliance on any notice, consent, certificate, statement or other Transaction Document writing (which may be a bank wire, telex, facsimile or similar writing) believed by any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required them to be delivered genuine or to be signed by the Agentproper party or parties.

Actions by Agent. (a) The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document as it reasonably deems appropriate unless it shall first receive have received such advice or concurrence of the Lenders as it deems appropriate and, if it so requests, it and shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the generality of the foregoing, the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Transaction Documents) and shall not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document of the Loan Documents in accordance with a request or consent of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders (or such other number or percentage and all future holders of the Lenders as Revolving Credit Notes. (b) Whether or not an Event of Default shall be necessary, or as the Agent shall believe in good faith shall be necessary); provided that, notwithstanding anything to the contrary hereinhave occurred, the Agent shall not may from time to time exercise such rights of the Agent and the Lenders under the Loan Documents as it determines may be required necessary or desirable to take any action hereunder if protect the taking of such action, in Collateral and the reasonable determination interests of the Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Issuing Bank and the Lenders therein and under the Loan Documents. In addition, the Agent to liability hereunder or otherwise. In the event the Agent requests may, without the consent of a Lender pursuant to the foregoing provisions and the Agent does not receive a consent (either positive or negative) from such Person within ten Business Days of such Person’s receipt of such requestLenders, then such Lender shall be deemed to have declined to consent to the relevant action. The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) in any statement, warranty or representation made in or in connection with this Agreement or any other Transaction DocumentFiscal Year release Collateral having an aggregate book value of not more than $5,000,000, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or release all Collateral when all Obligations have been indefeasibly paid in connection herewith or therewith, full and all Commitments have been terminated and (iii) release Collateral with respect to sales or other dispositions expressly permitted hereunder. The Agent will use reasonable efforts to notify the performance or observance Lenders of any release of Collateral pursuant to clause (i) of the covenantspreceding sentence. (c) Neither the Agent nor any of its directors, agreements officers, employees or agents shall incur any liability by acting in reliance on any notice, consent, certificate, statement or other terms writing (which may be a bank wire, telex, facsimile or conditions set forth herein or therein or the occurrence similar writing) believed by any of any Unmatured Event of Default or Event of Default, (iv) the value, validity, enforceability, sufficiency, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required them to be delivered genuine or to be signed by the Agentproper party or parties.

Actions by Agent. The Upon the occurrence and during the continuation of an Event of Default, the Agent upon (a) the request of the Requisite Lenders and (b) the Lenders (in proportion to their respective portions of the Loans) providing an indemnity in form and substance reasonably satisfactory to the Agent (the Agent acknowledging that an indemnity substantially in the form of the indemnity set forth in Section 11.15 (Expenses; Indemnity; Damage Waiver) will be satisfactory) of all expenses to the extent not reimbursed by the Company (including but not limited to reasonable attorneys' fees and disbursements), shall declare the Notes to be due and payable and shall, subject to Subsections 9.2.3 (Regulatory Matters) and 9.2.4 (Certain Limitations), proceed to enforce the rights of the holders of the Notes by such proceedings as the Agent may deem appropriate, whether at law or in equity. Upon any request as aforesaid, the Agent shall declare the Notes to be due and payable, but the Agent shall be fully justified in failing or refusing to take any further action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by as aforesaid. It is agreed that if the Lenders against Agent, having been so indemnified to its satisfaction as aforesaid, or not having been so indemnified, shall fail to so proceed, any and all liability and expense which may Lender shall be incurred by it by reason of taking or continuing entitled to take any such actionaction as it shall deem appropriate to enforce its rights. Without limiting If the generality exigencies of the foregoingcircumstances so require, the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights may (but is under no circumstances obligated to) declare the Notes due and powers expressly contemplated hereby or by the other Transaction Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Transaction Documents) and shall not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. The 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 Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary); provided that, notwithstanding anything to the contrary herein, the Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. In the event the Agent requests the consent of a Lender pursuant to the foregoing provisions and the 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 shall be deemed to have declined to consent to the relevant action. The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Transaction Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Unmatured payable after an Event of Default or Event without any Lender's direction. For the purposes of Defaultclause (a)(i) above, (iv) all Lenders which are part of the value, validity, enforceability, sufficiency, effectiveness or genuineness same Family of this Agreement, any other Transaction Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to Funds shall be delivered to the Agenttreated as one Lender.

Actions by Agent. The Neither 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 the Lenders as it deems appropriate and, if it so requests, it shall 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. Without limiting the generality of the foregoing, the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Loan Documents that the such Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly necessary under the circumstances as provided for herein in Section 12.02) and in all cases such 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 Required 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 such Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, then each Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the other Transaction Documentswritten instructions (with indemnities) described in this Section 11.03; provided that, unless and until such Agent shall nothave received such directions, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall either Agent be required to take any action which exposes such Agent to personal 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 or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. Neither Agent shall be liable for any action taken or not taken by it with the failure to disclose, any information relating to consent or at the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. The 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 Required Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessarynecessary under the circumstances as provided in Section 12.02), or as the and otherwise neither Agent shall believe in good faith shall be necessary); provided that, notwithstanding anything to the contrary herein, the Agent shall not be required to take liable for any action hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any Applicable Law taken or contrary to any provision of this Agreement or shall expose the Agent to liability not taken by it hereunder or otherwise. In the event the Agent requests the consent of a Lender pursuant to the foregoing provisions and the 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 shall be deemed to have declined to consent to the relevant action. The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or under any other Transaction Document, (ii) the contents of Loan Document or under any certificate, report or other document delivered hereunder or thereunder instrument referred to or provided for herein or therein or in connection herewith or therewiththerewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, (iii) except for its own gross negligence or willful misconduct. Subject to the performance or observance of any foregoing limitations, each Agent shall follow the written instructions of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Unmatured Event of Default or Event of Default, (iv) the value, validity, enforceability, sufficiency, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than Required Lenders with respect to confirm receipt of items expressly required actions to be delivered to taken under this Agreement and the Agentother Loan Documents.