Use of Discretion. Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holders, when expressly required hereby. Notwithstanding the foregoing, Agent shall not be required to take, or to omit to take, any action (a) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders and/or Holders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or (b) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the authority to enforce rights and remedies hereunder and under the other Transaction Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Documents for the benefit of all the Lenders and the Holders; provided, that the foregoing shall not prohibit (a) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Documents, (b) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 8 contracts
Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)
Use of Discretion. (i) 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 Loan Documents that Agent is required to exercise as directed in writing by the Lenders; provided, that Agent shall not be required to exercise take any discretion action that, in its opinion or takethe opinion of its counsel, may expose Agent to liability or that is contrary to omit to take, any action, including with respect to enforcement Loan Document or collectionapplicable Law.
(ii) Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any action it is required duty to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Dealer or Dealer Affiliate that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(biii) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties Lenders or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersLenders; provided, that the foregoing shall not prohibit (aA) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Documents, Loan Documents or (bB) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party Dealer under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to under Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders14.
Appears in 5 contracts
Samples: Inventory Financing Agreement (OneWater Marine Inc.), Inventory Financing Agreement (OneWater Marine Inc.), Inventory Financing Agreement (OneWater Marine Inc.)
Use of Discretion. (i) 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 Loan Documents that Agent is required to exercise as directed in writing by the Lenders; provided, that Agent shall not be required to exercise take any discretion action that, in its opinion or takethe opinion of its counsel, may expose Agent to liability or that is contrary to omit to take, any action, including with respect to enforcement Loan Document or collectionapplicable law.
(ii) Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any action it is required duty to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Dealer or Dealer Affiliate that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(biii) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties Lenders or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersLenders; provided, provided that the foregoing shall not prohibit (aA) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Documents, Loan Documents or (bB) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party Dealer under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to under Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders13.
Appears in 4 contracts
Samples: Loan and Security Agreement (Marinemax Inc), Loan and Security Agreement (Marinemax Inc), Inventory Financing Agreement (Marinemax Inc)
Use of Discretion. (a) The Term 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 Loan Documents that the Term Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Term Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that the Term Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose the Term Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirements of Law.
(b) pursuant The Term Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from any Borrower or its Affiliates that is communicated to or obtained by the Lenders and/or Holders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Term Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties Borrowers or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Term Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersTerm Lenders; provided, provided that the foregoing shall not prohibit (ai) the Term Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Term Agent) hereunder and under the other Transaction Loan Documents, or (bii) any Term Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law8.11; and provided, provided further that if at any time there is no Person acting as the Term Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the Term Agent pursuant to Article 10 Section 6.2 and (B) in addition to the matters set forth in clauses (bii) and (ciii) of the preceding proviso and subject to Section 13.17(a)8.11, any Term Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 4 contracts
Samples: Term Loan Agreement (Mediaco Holding Inc.), Term Loan Agreement (Mediaco Holding Inc.), Term Loan Agreement (Standard Diversified Inc.)
Use of Discretion. (a) 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 Loan Documents that 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 Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law.
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersL/C Issuer; provided, provided that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) each of the L/C Issuer and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Real Industry, Inc.), Revolving Credit Agreement (Signature Group Holdings, Inc.), Credit Agreement (NxStage Medical, Inc.)
Use of Discretion. Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holders, when expressly required hereby. Notwithstanding the foregoing, Agent shall not be required to take, or to omit to take, any action (a) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders and/or Holders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or (b) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the authority to enforce rights and remedies hereunder and under the other Transaction Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Documents for the benefit of all the Lenders and the Holders; provided, that the foregoing shall not prohibit (a) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Documents, (b) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Appears in 3 contracts
Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)
Use of Discretion. (a) 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 Loan Documents that 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 Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law; and
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersL/C Issuer; provided, provided that the foregoing shall not prohibit (ai) the Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) each of the L/C Issuer and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Unisys Corp), Credit Agreement (WII Components, Inc.), Credit Agreement (Tembec Industries Inc)
Use of Discretion. (a) 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 Loan Documents that Agent is required to exercise; provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable requirement of law.
(b) Agent shall provide copies of the various deliverables provided to it by the Borrower pursuant to instructions from all clauses 5.6, 5.12, 6.2 hereof to the Holdersother Lenders; provided that Agent shall not, when except as expressly required hereby. Notwithstanding set forth herein and in the foregoingother Loan Documents, Agent have any duty to disclose, and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Loan Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity other than its capacity as Agent hereunder.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersLenders; provided, provided that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) any Lender or Holder from exercising setoff set-off rights in accordance with Section 13.17(a) the terms hereof or (ciii) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Loan Party under any bankruptcy or other debtor relief law; and provided, further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 3 contracts
Samples: Loan and Security Agreement (Cue Health Inc.), Loan and Security Agreement (Cue Health Inc.), Loan and Security Agreement (Cue Health Inc.)
Use of Discretion. (a) The Term 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 Loan Documents that the Term Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Term Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that the Term Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose the Term Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirements of Law.
(b) pursuant The Term Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from any Borrower or its Affiliates that is communicated to or obtained by the Lenders and/or Holders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Term Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties Borrowers or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Term Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersTerm Lenders; provided, provided that the foregoing shall not prohibit (ai) the Term Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Term Agent) hereunder and under the other Transaction Loan Documents, or (bii) any Term Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law8.11; and provided, further further, that if at any time there is no Person acting as the Term Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the Term Agent pursuant to Article 10 Section 6.2 and (B) in addition to the matters set forth in clauses (bii) and (ciii) of the preceding proviso and subject to Section 13.17(a)8.11, any Term Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Mediaco Holding Inc.), Second Lien Term Loan Agreement (Mediaco Holding Inc.), Term Loan Agreement (Mediaco Holding Inc.)
Use of Discretion. (a) 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 Loan Documents that 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 Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law.
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersL/C Issuer; provided, provided that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) each of the L/C Issuer and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 8.11 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 6.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)8.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Constellium N.V.), Credit Agreement (Constellium N.V.)
Use of Discretion. (a) 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 Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders or the Supermajority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law; and
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersSecured Parties; provided, that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) each of the L/C Issuer and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, further further, that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Evraz North America PLC), Credit Agreement (Evraz North America LTD)
Use of Discretion. (a) 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 Loan Documents that 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 Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law; and
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity; and
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersL/C Issuer; provided, provided that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) each of the L/C Issuer and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Diplomat Pharmacy, Inc.), Credit Agreement (Diplomat Pharmacy, Inc.)
Use of Discretion. (a) The Collateral Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (ai) under any Transaction Document or (bii) pursuant to instructions from all the Holdersany Purchaser (or, when where expressly required hereby. by the terms of this Agreement, a greater proportion of the Purchasers) or counsel to such Purchasers.
(b) Notwithstanding Section 9.3(a), the foregoing, Collateral Agent shall not be required to take, or to omit to take, any action (ai) unless, upon demand, the Collateral Agent receives an indemnification satisfactory to it from the Lenders and/or Holders Purchasers (or, to the extent applicable and acceptable to the Collateral Agent, any Purchaser or certain of the Purchasers or any other PersonPerson or Persons) against all liabilities Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against the Collateral Agent or any of its Related Parties or (bii) that is, in the opinion of the Collateral Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Applicable Law.
(c) Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the authority to enforce rights and remedies hereunder and under the other Transaction Documents against the Credit Responsible Parties or any of them with respect to the collateral identified in the Transaction Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Collateral Agent in accordance with the Transaction Documents for the benefit of all the Lenders and the HoldersPurchasers; provided, that the foregoing shall not prohibit (ai) the Collateral Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Collateral Agent) hereunder and under the other Transaction Documents, (bii) any Lender or Holder Purchaser from exercising any setoff rights in accordance with Section 13.17(a) this Agreement or (ciii) any Lender or Holder Purchaser from filing proofs of claim or (and thereafter appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Responsible Party under any bankruptcy or other debtor relief law; ), but in the case of this clause (iii) if, and providedsolely if, further that if at any time there is no Person acting as the Collateral Agent hereunder and under has not filed such proof of claim or other instrument of similar character within five (5) days before the other Transaction Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) expiration of the preceding proviso and subject time to Section 13.17(a), any Lender or Holder may, with file the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenderssame.
Appears in 2 contracts
Samples: Revenue Interest Purchase and Sale Agreement (Roivant Sciences Ltd.), Revenue Interest Purchase and Sale Agreement (Roivant Sciences Ltd.)
Use of Discretion. (a) Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except as directed in writing by the Required Lenders (or such other number or percentage of Lenders as provided for herein or in the other Loan Documents); provided, that Agent shall not be required to exercise take any discretion action that, in its opinion or takethe opinion of its counsel, may expose Agent to liability or that is contrary to omit to take, any action, including with respect to enforcement Loan Document or collectionapplicable Requirement of Law. Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any action it is required duty to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(b) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersSecured Parties; provided, that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) each of L/C Issuer and Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as applicable) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 10.09 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and providedprovided further, further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 8.02 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)10.09, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Jakks Pacific Inc), Credit Agreement (Jakks Pacific Inc)
Use of Discretion. (a) 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 Loan Documents that 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 Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law; and
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersL/C Issuer; provided, provided that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) each of the L/C Issuer and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Radioshack Corp), Credit Agreement (Furniture Brands International Inc)
Use of Discretion. (i) 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 Loan Documents that Agent is required to exercise as directed in writing by the Lenders; provided, that Agent shall not be required to exercise take any discretion action that, in its opinion or takethe opinion of its counsel, may expose Agent to liability or that is contrary to omit to take, any action, including with respect to enforcement Loan Document or collectionapplicable law.
(ii) Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any action it is required duty to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Dealer or Dealer Affiliate that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(biii) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties Lenders or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersLenders; provided, provided that the foregoing shall not prohibit (aA) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Documents, Loan Documents or (bB) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party Dealer under any bankruptcy or other debtor relief law; and provided, provided further that if at any time Second Amended and Restated Inventory Financing Agreement 25 KCP-4616003-20 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to under Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders13.
Appears in 1 contract
Use of Discretion. Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the HoldersLender, when expressly required hereby. Notwithstanding the foregoing, Agent shall not be required to take, or to omit to take, any action (a) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders and/or Holders Lender (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or (b) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the authority to enforce rights and remedies hereunder and under the other Transaction Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Documents for the benefit of all the Lenders and the HoldersLender; provided, that the foregoing shall not prohibit (a) Agent from 15651.048 4835-8083-6858.11 64 exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Documents, (b) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 11.16 or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Use of Discretion. (a) 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 Loan Documents that 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 Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law.
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersL/C Issuer; provided, provided that the foregoing shall not prohibit (ai) the Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) each of the L/C Issuer and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Use of Discretion. (a) 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 Loan Documents that 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 Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable requirement of law.
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders and/or Holders (or, information relating to the extent applicable and acceptable Borrower or its Affiliates that is communicated to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Documents for the benefit of all the Lenders and the HoldersLenders; provided, provided that the foregoing shall not prohibit (aA) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as an Agent) hereunder and under the other Transaction Loan Documents, or (bB) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party the Borrower under any bankruptcy or other debtor relief law; and provided, further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Samples: Intercreditor Agreement (Sterling Construction Co Inc)
Use of Discretion. (a) 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 Loan Documents that 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 Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law; and
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersL/C Issuer; provided, provided that the foregoing shall not prohibit (ai) the Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) the L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Samples: Credit Agreement (Solo Cup CO)
Use of Discretion. (a) The Term 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 Loan Documents that the Term Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Term Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that the Term Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose the Term Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law.
(b) pursuant The Term Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from any Credit Party or its Affiliates that is communicated to or obtained by the Lenders and/or Holders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Term Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Term Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersTerm Lenders; provided, provided that the foregoing shall not prohibit (ai) the Term Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Term Agent) hereunder and under the other Transaction Loan Documents, or (bii) any Term Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law8.11; and provided, provided further that if at any time there is no Person acting as the Term Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the Term Agent pursuant to Article 10 Section 6.2 and (B) in addition to the matters set forth in clauses (bii) and (ciii) of the preceding proviso and subject to Section 13.17(a)8.11, any Term Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Use of Discretion. (a) 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 Loan Documents that Agent is required to exercise; provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable requirement of law.
(b) Agent shall provide copies of the various deliverables provided to it by the Borrower pursuant to instructions from all clauses 6.2 and 6.9 hereof to the Holdersother Lenders; provided that Agent shall not, when except as expressly required hereby. Notwithstanding set forth herein and in the foregoingother Loan Documents, Agent have any duty to disclose, and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Loan Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity other than its capacity as Agent hereunder.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersLenders; provided, provided that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) any Lender or Holder from exercising setoff set-off rights in accordance with Section 13.17(a) the terms hereof or (ciii) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Loan Party under any bankruptcy or other debtor relief law; and provided, further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Samples: Loan and Security Agreement (iLearningEngines, Inc.)
Use of Discretion. (a) 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 Loan Documents that Agent is required to exercise as directed in writing by Required Lenders (or such other number or percentage of Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law.
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersSecured Parties; provided, provided that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) LC Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as LC Issuer) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 13.1 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)13.1, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Use of Discretion. Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holders, when expressly required hereby. Notwithstanding the foregoing, Agent shall not be required to take, or to omit to take, any action (a) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders and/or Holders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, US_142815097 by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or (b) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the authority to enforce rights and remedies hereunder and under the other Transaction Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Documents for the benefit of all the Lenders and the Holders; provided, that the foregoing shall not prohibit (a) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Documents, (b) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Use of Discretion. (a) Notwithstanding anything to the contrary contained in this Agreement, Agent shall not be required have any duty to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement discretionary action or collectionexercise any discretionary powers, except any action it discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to take exercise as directed in writing by the Required Lenders (or omit to take (a) under any Transaction Document such other number or (b) pursuant to instructions from all percentage of the HoldersLenders as shall be expressly provided for herein or in the other Loan Documents); provided, when expressly required hereby. Notwithstanding the foregoing, that Agent shall not be required to take, or to omit to take, any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable Requirement of Law.
(ab) unlessAgent shall not, upon demandexcept as expressly set forth herein and in the other Loan Documents, Agent receives an indemnification satisfactory have any duty to it from disclose, and shall not be liable for the Lenders and/or Holders (or, failure to the extent applicable and acceptable to Agentdisclose, any other Person) against all liabilities that, information relating to any Credit Party or its Affiliates that is communicated to or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersLenders; provided, provided that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) each LC Facility Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as LC Facility Lender) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
(d) Notwithstanding clause (a) above, Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to Agent, any other Person) against all Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any Related Person thereof or (ii) that is, in the reasonable opinion of Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Radioshack Corp)
Use of Discretion. (a) Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except as directed in writing by the Required Lenders (or such other number or percentage of Lenders as provided for herein or in the other Loan Documents); provided, that Agent shall not be required to exercise take any discretion action that, in its opinion or takethe opinion of its counsel, may expose Agent to liability or that is contrary to omit to take, any action, including with respect to enforcement Loan Document or collectionapplicable Requirement of Law. Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any action it is required duty to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(b) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersSecured Parties; provided, that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 10.09 or (ciii) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and providedprovided further, further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 8.02 and (B) in addition to the matters set forth in clauses (bii) and (ciii) of the preceding proviso and subject to Section 13.17(a)10.09, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Use of Discretion. (a) Notwithstanding anything to the contrary contained in this Agreement, Agent shall not be required have any duty to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement discretionary action or collectionexercise any discretionary powers, except any action it discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to take exercise as directed in writing by the Required Lenders (or omit to take (a) under any Transaction Document such other number or (b) pursuant to instructions from all percentage of the HoldersLenders as shall be expressly provided for herein or in the other Loan Documents); provided, when expressly required hereby. Notwithstanding the foregoing, that Agent shall not be required to take, or to omit to take, any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable Requirement of Law; and
(ab) unlessAgent shall not, upon demandexcept as expressly set forth herein and in the other Loan Documents, Agent receives an indemnification satisfactory have any duty to it from disclose, and shall not be liable for the Lenders and/or Holders (or, failure to the extent applicable and acceptable to Agentdisclose, any other Person) against all liabilities that, information relating to any Credit Party or its Affiliates that is communicated to or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersL/C Issuer; provided, provided that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) each of the L/C Issuer and the SwinglineLC Facility Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or SwinglineLC Facility Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
(d) Notwithstanding clause (a) above, Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to Agent, any other Person) against all Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any Related Person thereof or (ii) that is, in the reasonable opinion of Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law.
Appears in 1 contract
Samples: Credit Agreement (Radioshack Corp)
Use of Discretion. (a) The Term 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 Loan Documents that the Term Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Term Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that the Term Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose the Term Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law; and
(b) pursuant The Term Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from any Credit Party or its Affiliates that is communicated to or obtained by the Lenders and/or Holders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Term Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Term Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersTerm Lenders; provided, provided that the foregoing shall not prohibit (ai) the Term Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Term Agent) hereunder and under the other Transaction Loan Documents, (bii) any Term Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 8.11 or (ciii) any Term Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as the Term Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the Term Agent pursuant to Article 10 Section 6.2 and (B) in addition to the matters set forth in clauses (bii) and (ciii) of the preceding proviso and subject to Section 13.17(a)8.11, any Term Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Samples: Term Loan Agreement (Furniture Brands International Inc)
Use of Discretion. (a) 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 Loan Documents that 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 Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law; and
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersL/C Issuer; provided, provided that the foregoing shall not prohibit (ai) the Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) each of the L/C Issuer and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 Table of Contents or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Use of Discretion. Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holders, when expressly required hereby. Notwithstanding the foregoing, Agent shall not be required to take, or to omit to take, any action (a) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders and/or Holders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or (b) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the authority to enforce rights and remedies hereunder and under the other Transaction Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Documents for the benefit of all the Lenders and the Holders; provided, that the foregoing shall not prohibit (a) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Documents, (b) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Documents, then then
(A) the Required Lenders Holders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 13.17(a), any Lender or Holder may, with the consent of the Required LendersHolders, enforce any rights and remedies available to it and as authorized by the Required LendersHolders.
Appears in 1 contract
Use of Discretion. (i) Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except as directed in writing by the Required Lenders (or such other number or percentage of Lenders as provided for herein or in the other Loan Documents); provided, that Agent shall not be required to exercise take any discretion action that, in its opinion or takethe opinion of its counsel, may expose Agent to liability or that is contrary to omit to take, any action, including with respect to enforcement Loan Document or collectionapplicable Requirement of Law. Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any action it is required duty to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bj) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersSecured Parties; provided, provided that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) each of L/C Issuer and Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as applicable) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 10.09 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 8.02 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)10.09, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Use of Discretion. Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holders, when expressly required hereby. Notwithstanding [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the foregoing, Agent shall not be required to take, or to omit to take, any action (a) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders and/or Holders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or (b) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the authority to enforce rights and remedies hereunder and under the other Transaction Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Documents for the benefit of all the Lenders and the Holders; provided, that the foregoing shall not prohibit (a) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Documents, (b) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Use of Discretion. (a) 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 Loan Documents that 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 Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law; and
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents (including Section 8.1(b)), have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersLenders; provided, provided that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 or (ciii) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii) and (ciii) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Appears in 1 contract
Samples: Credit Agreement (Radioshack Corp)
Use of Discretion. (a) 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 Loan Documents that 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 Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law.
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersL/C Issuer; provided, provided that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) the L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, provided further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
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Use of Discretion. (a) 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 Loan Documents that 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 Loan Documents); provided, that Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except take any action it that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is required contrary to take or omit to take (a) under any Transaction Loan Document or applicable Requirement of Law; and
(b) pursuant Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to instructions from all the Holdersdisclose, when expressly required hereby. Notwithstanding the foregoing, Agent and shall not be required liable for the failure to take, or to omit to takedisclose, any action (a) unless, upon demand, Agent receives an indemnification satisfactory information relating to it from the Lenders and/or Holders (or, any Credit Party or its Affiliates that is communicated to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, or obtained by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or Affiliates in any capacity.
(bc) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Loan Document, the authority to enforce rights and remedies hereunder and under the other Transaction Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Loan Documents for the benefit of all the Lenders and the HoldersL/C Issuer; provided, that the foregoing shall not prohibit (ai) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Loan Documents, (bii) the L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (iii) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) 9.11 or (civ) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, further further, that if at any time there is no Person acting as Agent hereunder and under the other Transaction Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 Section 7.2 and (B) in addition to the matters set forth in clauses (bii), (iii) and (civ) of the preceding proviso and subject to Section 13.17(a)9.11, any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
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