Common use of Certain Rights of the Administrative Agent Clause in Contracts

Certain Rights of the Administrative Agent. If the Administrative Agent shall request instructions from the Majority Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Credit Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Majority Lenders; and it shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of its acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Majority Lenders or all of the Lenders, as the case may be. Furthermore, except for action expressly required of the Administrative Agent hereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be specifically 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. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. Each such sub-agent and the Related Parties of the Administrative Agent and each such sub-agent shall be entitled to the benefits of all provisions of this Article VII and Section 8.04 (as though such sub-agents were the “Administrative Agent” under the Credit Documents) as if set forth in full herein with respect thereto.

Certain Rights of the Administrative Agent. If the The rights and remedies conferred upon Administrative Agent shall under the Credit Documents may be exercised without the necessity of joinder of any other party, unless required by applicable law. Administrative Agent may request instructions from the Majority Required Lenders with respect to any act or action (including the failure to act) in connection with this Agreement or any other Credit DocumentDocuments, the and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.06 against all claims that could be incurred by Administrative Agent in connection with any act. Administrative Agent shall be entitled to refrain from any act until it has received such act instructions or taking such action unless assurances, and until the Administrative Agent shall have received instructions from the Majority Lenders; and it shall not incur liability to any Person by reason of so refraining. Without limiting the foregoingInstructions of Required Lenders shall be binding upon all Lenders, and no Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of its Administrative Agent acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of Required Lenders. Notwithstanding the Majority foregoing, instructions by and consent of all Lenders or all of shall be required in the circumstances described in Section 13.12, and in no event shall Required Lenders, as without the case may be. Furthermoreprior written consent of each Lender, except for action expressly required of the direct Administrative Agent hereunderto accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans, nor to terminate the Commitments of one Lender without terminating the Commitments of all Lenders. In no event shall Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be specifically 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 required to take any such action. The action that, in its opinion, is contrary to applicable law or any Credit Documents or could subject any Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. Each such sub-agent and the Related Parties of the Administrative Agent and each such sub-agent shall be entitled Indemnitee to the benefits of all provisions of this Article VII and Section 8.04 (as though such sub-agents were the “Administrative Agent” under the Credit Documents) as if set forth in full herein with respect theretopersonal liability.

Certain Rights of the Administrative Agent. If the Administrative Agent shall request requests instructions from the Majority Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Credit Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Majority Required Lenders; and it the Administrative Agent shall not incur liability to any Person Lender by reason of so refraining. Without limiting the foregoing, no the Administrative Agent shall be entitled to refrain from any act or action, and neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of its acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Majority Lenders or all of the Lenders, as the case may be. Furthermore, except for action expressly required of the Administrative Agent hereunderrefraining from such act or action, unless or until the Administrative Agent shall in all cases be fully justified in failing have received, pursuant to an escrow arrangement satisfactory to it, from the Borrower or refusing to act hereunder unless it shall be specifically indemnified to its satisfaction by the Lenders an amount initially equal to $250,000 and supplemented or increased thereafter on a monthly basis to the extent necessary (in the reasonable judgment of the Administrative Agent) to reimburse the Administrative Agent for and against any and all liability and expense which liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature that may be imposed on, asserted against or incurred by it by reason of taking or continuing to take any such action. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent as a result of such act or action and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. Each such sub-agent and the Related Parties of for which the Administrative Agent and each such sub-agent shall would be entitled to the benefits indemnification pursuant to Section 10.06 or Section 11.01 hereof. Any amounts subject to such escrow arrangement remaining after payment in full of all provisions of this Article VII and Section 8.04 (such indemnification obligations shall be returned to the Lenders or the Borrower, as though such sub-agents were the “Administrative Agent” under the Credit Documents) as if set forth in full herein with respect theretoapplicable.