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. 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 of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall in all cases be fully protected in actingconstitute 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 (5) Business Days prior to such action to Borrower's address specified in refraining from actingor pursuant to Section 15.6. If any Collateral is sold on terms ------------ other than payment in full at the time of sale, 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 no credit shall be necessarygiven against the Obligations until the appropriate Agent or Lender receives payment, 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 and if the taking of such actionbuyer defaults in payment, in Agent may resell the reasonable determination of the Agent, shall be in violation of any Applicable Law or contrary Collateral without further notice to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwiseBorrower. In the event Agent seeks to take possession of all or any portion of the Agent requests Collateral by judicial process, Borrower irrevocably waives: (A) the consent posting of a Lender pursuant any bond, surety or security with respect thereto which might otherwise be required; (B) any demand for possession prior to the foregoing provisions commencement of any suit or action to recover the Collateral; and (C) any requirement that Agent retain possession and not dispose of any Collateral until after trial or final judgment. Borrower agrees that Agent has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. Agent does not receive is hereby granted a consent (either positive license or negative) from such Person within ten Business Days other right to use, without charge, Borrower's labels, patents, copyrights, name, trade secrets, trade names, trademarks, and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and Borrower's rights under all licenses and all franchise agreements shall inure to Agent's benefit. The proceeds of such Person’s receipt of such request, then such Lender sale shall be deemed applied first to have declined to consent all expenses of sale, including attorneys' fees, and then 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 Obligations as set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.Section 4.4

Actions by Agent. The Upon the occurrence and during the continuation of an Event of Default, the Agent upon (a) (i) the request of any three Lenders (which are not affiliates of each other) upon the occurrence of an Event of Default under Subsection 8.1.1 (Payment of Principal) or 8.1.2 (Payment of Interest; Etc.) or (ii) the request of the Requisite Lenders in the event of any other Event of Default (other than a default under Subsection 8.1.1 or 8.1.2 as to which clause (a)(i) above shall govern and other than a default under Subsection 8.1.10 (Insolvency) as to which the first sentence of Subsection 8.2.1 (Remedies) provides for automatic acceleration) 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 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 8.2.3 (Regulatory Matters) and 8.2.4 (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 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 141 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 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 of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall in all cases be fully protected in actingconstitute 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 (5) Business Days prior to such action to Borrower's address specified in refraining from actingor pursuant to Section 15.6. If any Collateral is sold on terms ------------ other than payment in full at the time of sale, 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 no credit shall be necessarygiven against the Obligations until the appropriate Agent or Lender receives payment, 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 and if the taking of such actionbuyer defaults in payment, in Agent may resell the reasonable determination of the Agent, shall be in violation of any Applicable Law or contrary Collateral without further notice to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwiseBorrower. In the event Agent seeks to take possession of all or any portion of the Agent requests Collateral by judicial process, Borrower irrevocably waives: (A) the consent posting of a Lender pursuant any bond, surety or security with respect thereto which might otherwise be required; (B) any demand for possession prior to the foregoing provisions commencement of any suit or action to recover the Collateral; and the (C) any requirement that Agent does retain possession and not receive a consent (either positive dispose of any Collateral until after trial or negative) from such Person within ten Business Days of such Person’s receipt of such request, then such Lender shall be deemed final judgment. Borrower agrees that Agent has no obligation to have declined to consent preserve rights to the relevant action. The Agent shall not be responsible Collateral or marshal any Collateral 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 benefit 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.Person. Agent is hereby granted a

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.

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.