Agent Direction. Each undersigned Lender (collectively constituting all Lenders party to the Credit Agreement) hereby directs the Administrative Agent to execute and deliver this Second Amendment.
Agent Direction. By its execution hereof, each of the undersigned Lenders hereby authorizes and directs the Agent to execute and deliver its acknowledgement to this Amendment on the date hereof.
Agent Direction. By their signature below, the undersigned Xxxxxxx, certify that they represent 100 percent of the Lenders, and hereby authorize and direct the Administrative Agent and the Collateral Agent to execute this Amendment. The Administrative Agent and the Collateral Agent may conclusively rely upon such signatures in entering into and performing its obligations under this Amendment and shall in no instance be liable for any loss or damages resulting from its reliance upon the same.
Agent Direction. Each Lender party hereto (which collectively constitute all of the Lenders under and as defined in the Credit Agreement) hereby (i) consents to the execution, delivery, and performance by the Agent of this Agreement, (ii) authorizes and directs the Agent to execute and deliver this Agreement and to take or forbear from taking any and all actions as set forth herein, and (iii) acknowledges and agrees that (x) the foregoing directed action constitutes a direction from all the Lenders under Article XIV of the Credit Agreement (as amended hereby), (y) Article XIV and Sections 16.5 and 16.9 of the Credit Agreement (as amended hereby) and any other rights, privileges, protections, immunities, exculpations, and indemnities in favor of the Agent hereunder apply to any and all actions taken or not taken by the Agent in accordance with such direction, and (z) the Agent may conclusively rely upon (and shall be fully protected in relying upon) the Register in determining each Lender’s ownership of the Advances on and as of the date hereof. Each undersigned Lender hereby severally, and not jointly, represents and warrants to the Agent that, on and as of the date hereof, it is duly authorized to give the foregoing direction to the Agent. ANKURA TRUST COMPANY, LLC, as Agent By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director REDACTED By: Redacted By: Redacted By: /s/ Redacted Name: Title: REDACTED By: Redacted By: Redacted By: /s/ Redacted Name: Title: REDACTED By: Redacted By: Redacted By: /s/ Redacted Name: Title: REDACTED, as a Purchasing Lender By: /s/ Redacted Name: Title: REDACTED, as a Purchasing Lender By: /s/ Redacted Name: Title: REDACTED, as a Purchasing Lender By: /s/ Redacted Name: Title: REDACTED, as a Purchasing Lender By: /s/ Redacted Name: Title: BORROWERS: ION GEOPHYSICAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: EVP & CFO ION EXPLORATION PRODUCTS (U.S.A.), INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: EVP & CFO I/O MARINE SYSTEMS, INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President GX TECHNOLOGY CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President GX GEOSCIENCE Corporation, S. DE X.X. DE C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President and Attorney-in-Fact
Agent Direction. The Agent has executed this Amendment No. 5 as directed under and in accordance with the Loan Agreement and will perform this Amendment No. 5 solely in its capacity as Agent hereunder, and not individually. In performing under this Amendment No. 5, the Agent shall have all rights, protections, immunities and indemnities granted to it under the Loan Agreement. Subject to the terms of the Loan Agreement, the Agent shall have no obligation to perform or exercise any discretionary act. Each of the undersigned Lxxxxxx, constituting all of the Lenders both prior to and immediately after the Amendment No. 5 Effective Date hereby directs and consents to the Agent’s execution of this Amendment No. 5, the Mortgage Amendments, any other Amendment Documents and the documents contemplated hereunder.
Agent Direction. The Lenders hereby (a) instruct the Agent to execute and deliver this Amendment and (b) authorize and direct the Agent, upon payment in full in cash of all Obligations under the Loan Documents (except for any indemnification and reimbursement obligation for which no demand has properly been made and the termination of all Commitments in connection therewith, to execute and/or file and deliver to the Parent Borrower all necessary releases of Liens and security interests with respect to the Collateral and any required notices in connection therewith).
Agent Direction. The Agent has executed this Amendment No. 4, the A&R Intercreditor Agreement, and the other documents to be executed and/or delivered by the Agent in accordance with this Amendment No. 4 and the documents listed on Exhibit D to be executed and/or delivered by the Agent in accordance with this Amendment No. 4 (the “Agent-Signed Documents”) as directed under and in accordance with the Loan Agreement and will perform this Amendment No. 4, the A&R Intercreditor Agreement and the other Agent-Signed Documents solely in its capacity as Agent hxxxxxxxx, and not individually. In performing under this Amendment No. 4, the A&R Intercreditor Agreement, and the other Agent-Signed Documents to be executed and/or delivered by the Agent in accordance with this Amendment No. 4, the Agent shall have all rights, protections, immunities and indemnities granted to it under the Loan Agreement. Subject to the terms of the Loan Agreement, the Agent shall have no obligation to perform or exercise any discretionary act. Each of the undersigned Lenders, constituting the Required Lenders both prior to and immediately after the Fourth Amendment Effective Date hereby directs and consents to the Agent’s execution of this Amendment No. 4, the A&R Intercreditor Agreement and the other Agent-Signed Documents to be executed and/or delivered by the Agent in accordance with this Amendment No. 4.
Agent Direction. The Administrative Agent (in its capacities as the Administrative Agent and the collateral agent for the Secured Parties) is hereby authorized and directed to execute and deliver the Representative Supplement (as defined in the Amended Credit Agreement) substantially in the form attached hereto as Exhibit B.
Agent Direction. Execution of this Agreement constitutes a direction by each of the Required Investors that the Agent act or forbear from acting in accordance with the terms of this Agreement. Each undersigned of the Required Investors hereby acknowledges and agrees that the provisions of Section 3(c) (Reliance Upon the Investor’s Representations), Section 3(l) (Exculpation), and Section 10(n)(iii) (Collateral Agent) of the Note Purchase Agreement and any other of the Agent’s rights to indemnity or reimbursement of costs, expenses and other charges under the Transaction Documents shall apply to the Agent and its Related Parties, and the Agent’s duties and obligations under, in connection with, or arising in any way from the matters contemplated (and directions set forth) in this Agreement, including, without limitation, (a) in respect of any action taken or not taken by the Agent or any of its Related Parties pursuant to this Agreement, (b) a determination that the Agent or any Related Parties of the Agent breached its or their duty under the Notes, any Transaction Document or other related transaction document or applicable law as a result of relying on and complying with this Agreement, or (c) the enforcement of this Agreement, and such provisions of the Notes and other rights, benefits, privileges, protections, indemnities and immunities under the Transaction Documents shall be deemed to be incorporated by reference as if expressly set out in this Agreement. 3.06
