Common use of Certain Rights of the Agent Clause in Contracts

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement on behalf of the Pledgees. To the extent practical, the Agent shall request instructions from the Pledgees with respect to any material act or action (including failure to act) in connection with the Agreement, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of Pledgees; if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, to appropriate indemnification from the Pledgees in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Pledgees shall have no right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement, and the Pledgor shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoing.

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement Collateral, on behalf of all of the PledgeesSecured Parties. To In connection with exercising any right or discretionary duty hereunder (including, without limitation, the extent practicalexercise of any rights following the occurrence of an Event of Default), the Agent shall be entitled to request instructions from and rely upon the Pledgees with respect to any material act or action (including failure to act) direction of Majority in connection with the AgreementInterest, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of Pledgeesa Majority in Interest; if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, entitled to appropriate indemnification from the Pledgees Holders in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person person or entity by reason of so refraining. Without limiting the foregoing, Pledgees (a) no Holder shall have no any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the AgreementAgreement or any other Transaction Document, and the Pledgor Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoingforegoing and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable law.

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement Collateral, on behalf of all of the PledgeesCreditors. To the extent practical, the Agent shall request instructions from the Pledgees Creditors with respect to any material act or action (including failure to act) in connection with the Agreement, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of PledgeesCreditors holding a majority in principal amount of Debentures (based on then-outstanding principal amounts of Debentures at the time of any such determination) (a “Majority in Interest”); if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, entitled to appropriate indemnification from the Pledgees Creditors in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person person or entity by reason of so refraining. Without limiting the foregoing, Pledgees (a) no Creditor shall have no any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement, and the Pledgor Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoingforegoing and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement or applicable law.

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement Collateral, on behalf of all of the PledgeesCreditors. To the extent practical, the Agent shall request instructions from the Pledgees Creditors with respect to any material act or action (including failure to act) in connection with the Agreement, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of PledgeesCreditors holding a majority in principal amount of Debentures (based on then- outstanding principal amounts of Debentures at the time of any such determination) (a “Majority in Interest”); if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, entitled to appropriate indemnification from the Pledgees Creditors in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person person or entity by reason of so refraining. Without limiting the foregoing, Pledgees (a) no Creditor shall have no any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement, and the Pledgor Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoingforegoing and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement or applicable law.

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement Collateral, on behalf of all of the PledgeesPurchasers. To the extent practical, the Agent shall request instructions from the Pledgees Purchasers with respect to any material act or action (including failure to act) in connection with the AgreementAgreement or any other Related Document, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of PledgeesPurchasers holding a majority in principal amount of Notes (based on then-outstanding principal amounts of Notes at the time of any such determination); if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, entitled to appropriate indemnification from the Pledgees Purchasers in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person person or entity by reason of so refraining. Without limiting the foregoing, Pledgees (a) no Purchaser shall have no any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the AgreementAgreement or any other Related Document, and the Pledgor Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoing, and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Related Documents or applicable law.

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement Collateral, on behalf of all of the PledgeesCreditors. To the extent practical, the Agent shall request instructions from the Pledgees Creditors with respect to any material act or action (including failure to act) in connection with the Agreement, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of PledgeesCreditors holding a majority in principal amount of Notes (based on then-outstanding principal amounts of Notes at the time of any such determination) (a “Majority in Interest”); if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, entitled to appropriate indemnification from the Pledgees Creditors in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person person or entity by reason of so refraining. Without limiting the foregoing, Pledgees (a) no Creditor shall have no any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement, and the Pledgor Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoingforegoing and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement or applicable law.

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement Collateral, on behalf of all of the Pledgees. To the extent practical, the Agent shall request instructions from the Pledgees with respect to any material act or action (including failure to act) in connection with the AgreementAgreement or any other Transaction Document, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of PledgeesPledgees holding a majority in principal amount of Debentures (based on then-outstanding principal amounts of Debentures at the time of any such determination); if such instructions are not provided despite the Agent’s 's request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, entitled to appropriate indemnification from the Pledgees in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person person or entity by reason of so refraining. Without limiting the foregoing, Pledgees (a) no Pledgee shall have no any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the AgreementAgreement or any other Transaction Document, and the Pledgor shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoingforegoing and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable law.

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement Collateral, on behalf of all of the Pledgees. To the extent practical, the Agent shall request instructions from the Pledgees with respect to any material act or action (including failure to act) in connection with the AgreementAgreement or any other Transaction Document, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of PledgeesPledgees holding a majority in principal amount of Notes (based on then-outstanding principal amounts of Notes at the time of any such determination); if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, entitled to appropriate indemnification from the Pledgees in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person person or entity by reason of so refraining. Without limiting the foregoing, Pledgees (a) no Secured Party shall have no any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the AgreementAgreement or any other Transaction Document, and the Pledgor Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoingforegoing and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable law.

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement Collateral, on behalf of all of the PledgeesPurchasers. To the extent practical, the Agent shall request instructions from the Pledgees Purchasers with respect to any material act or action (including failure to act) in connection with the this Agreement, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of PledgeesPurchasers holding a majority in principal amount of Debentures; if such instructions are not provided despite the Agent’s 's request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, entitled to appropriate indemnification from the Pledgees Purchasers in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Pledgees no Purchaser shall have no any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement, and the Pledgor Company shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoing.

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement Collateral, on behalf of all of the Pledgees. To the extent practical, the Agent shall request instructions from the Pledgees with respect to any material act or action (including failure to act) in connection with the AgreementAgreement or the Notes, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of PledgeesPledgees holding a majority in principal amount of Notes (based on then-outstanding principal amounts of Notes at the time of any such determination); if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, entitled to appropriate indemnification from the Pledgees in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person person or entity by reason of so refraining. Without limiting the foregoing, Pledgees (a) no Pledgee shall have no any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the AgreementAgreement or the Notes, and the Pledgor Pledgors shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoingforegoing and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable law.

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement Agreement, on behalf of all of the PledgeesInvestors. To the extent practical, the Agent shall request instructions from the Pledgees Investors with respect to any material act or action (including failure to act) in connection with the AgreementAgreement or any other Transaction Document, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of PledgeesInvestors holding a majority in principal amount of Debentures (based on then-outstanding principal amounts of Debentures at the time of any such determination); if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, entitled to appropriate indemnification from the Pledgees Investors in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person person or entity by reason of so refraining. Without limiting the foregoing, Pledgees (a) no Investor shall have no any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the AgreementAgreement or any other Transaction Document, and the Pledgor Company shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoingforegoing and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable law.

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement Collateral, on behalf of all of the PledgeesCreditors. To the extent practical, the Agent shall request instructions from the Pledgees Creditors with respect to any material act or action (including failure to act) in connection with the Agreement, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of PledgeesCreditors holding a majority in principal amount of Debentures (based on then-outstanding principal amounts of Debentures at the time of any such determination) (a “Majority in Interest”); if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, entitled to appropriate indemnification from the Pledgees Creditors in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Pledgees (a) no Creditor shall have no any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement, and the Pledgor Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoingforegoing and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement or applicable law.

Certain Rights of the Agent. The Agent shall have the right to take any action with respect to the Pledged Collateral as set forth in the Agreement Collateral, on behalf of all of the Pledgees. To the extent practical, the Agent shall request instructions from the Pledgees with respect to any material act or action (including failure to act) in connection with the Agreement, and shall be entitled to act or refrain from acting in accordance with the unanimous written instructions of PledgeesPledgees holding a majority in principal amount of Convertible Debentures; if such instructions are not provided despite the Agent’s 's request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled, to the extent requested, to appropriate indemnification from the Pledgees in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Pledgees no Pledgee shall have no any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement, and the Pledgor shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoing.