Discretionary Acts. Any duty, role, responsibility, action or inaction contemplated or required on the part of Agent hereunder is expressly subject to the terms and conditions of the Loan Agreement, and Agent shall be entitled to all of the rights, powers, benefits, protections, immunities and indemnities granted to it in the Loan Agreement from the Lenders as if explicitly set forth herein; provided, however, the foregoing shall not be deemed to eliminate, modify or reduce the Agent’s obligations to comply with Sections 3(b) and 3(c) of this Agreement. The permissive authorizations, entitlements, powers and rights (including the right to become the Successor Landlord and the exercise of remedies following a Foreclosure Event) granted to Agent herein with respect to actions to be taken or that may be taken by the Agent shall not be construed as duties. Any act or omission to act involving the exercise of discretion by Agent shall be exercised in accordance with the terms of the Loan Agreement. The Agent shall not be deemed to have knowledge of a Foreclosure Event unless it receives written notice thereof. The Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.
Discretionary Acts. Any discretionary acts to be taken, or policies to be adopted, under the terms and provisions of this Plan and Trust Agreement by the Administrator or the Trustee shall be uniform in their nature and application to all those similarly situated.
Discretionary Acts. The Administrator shall have no responsibility to provide any Administrative Service with respect to a Covered Policy that would fall within the definition of “independent adjuster” contained in Section 2101(g)(1) of the New York Insurance Law (a “Discretionary Act”), other than (i) to promptly notify the Recipient in writing of any such situation of which the Administrator becomes aware and (ii) to provide the Recipient copies of any files or other documents that Recipient may reasonably request in connection with its review of such matters. The Parties shall use reasonable best efforts to formulate the Administrative Services to be provided by the Administrator so as to avoid any Administrative Service becoming a Discretionary Act. ARTICLE III
Discretionary Acts. Any duty, role, responsibility, action or inaction contemplated or required on the part of Beneficiary hereunder is expressly subject to the terms and conditions of the Credit Agreement, and Beneficiary shall be entitled to all of the rights, powers, benefits, protections, immunities and indemnities granted to it in the Credit Agreement from the Lenders as if explicitly set forth herein. Any act or omission to act involving the exercise of discretion by Beneficiary shall be exercised in accordance with the terms of the Credit Agreement. The Beneficiary may execute any of its duties under this Deed of Trust by or through agents or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.
Discretionary Acts. Any discretionary actions of the Committee or the Company with respect to the administration of the Plan and Trust shall be made in a manner which does not discriminate in favor of stockholders, officers or highly compensated employees. In the event the Committee exercises any discretionary authority under the Plan and Trust with respect to a Participant who is a member of the Committee, such discretionary authority shall be exercised solely and exclusively by those Participants of the Committee other than such Participant, or, if such Participant is the sole member of the Committee, such discretionary authority shall be exercised solely and exclusively by the Board of Directors of the Company.
Discretionary Acts. With respect to any actions which the Trustee may take in accordance with the Plan or this Trust Agreement which are not Prior-Approval Actions, the Trustee may, at all times, act or refrain from acting with the approval of the Oversight Committee. With the approval of the Oversight Committee, the Trustee shall be absolutely entitled to take. or refrain from taking, any discretionary action or to withhold any discretionary approval, and shall have no liability whatsoever to any Person based on such conduct. Notwithstanding any other provision of this Trust Agreement, the Trustee has no authority to alter, amend or modify this Trust Agreement, except as is provided in paragraph 9.e, below.
Discretionary Acts. Notwithstanding anything else to the contrary herein or in the other Loan Documents, whenever reference is made in this Agreement or any other Notes Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that the Collateral Agent shall be acting at the written direction of the Required Purchasers or Purchasers, as applicable, and shall be fully protected in acting pursuant to such directions.
