ACTION NOTICES Clause Samples

ACTION NOTICES. Whenever the Secured Parties desire to direct the Collateral Agent to take any Preservation Action, Enforcement Action or other action under this Collateral Agency and Intercreditor Agreement or any Security Document or with respect to any Collateral or Collateral Lien, they shall give a notice (an "ACTION NOTICE") to the Collateral Agent specifying such action and the manner in which such action is to be taken. Each Action Notice shall state that it is being given by the Majority Secured Parties or all of the Secured Parties, as applicable, and the Collateral Agent shall be entitled to rely on such statement without investigation or inquiry, unless the Collateral Agent has actual knowledge that the statement is false. Action Notices may be given: (a) upon the prior approval of all of the Secured Parties, if the requested action (i) is the amendment of any provision of any Security Document that directly or indirectly narrows the description of the Collateral, modifies in any way the description of the Obligations secured by such Security Document, (ii) changes the order of payments to the Secured Parties or (iii) is the release of any Collateral Lien on any Collateral; PROVIDED, HOWEVER, that the requirements of this Section 4.2(a)(iii) will not apply to, and no Action Notice will be required for, release of any Collateral Lien on any Collateral so long as (A) the fair market value of the Collateral which is the subject of such Collateral Lien so released, together with the fair market value of all other Collateral which was the subject of any such Collateral Lien so released pursuant to this Section 4.2(a)(iii), does not exceed $10,000,000 and (B) the proceeds received by the Company or any Consolidated Subsidiary in connection with such release is paid to the Secured Parties in the manner contemplated by Section 8(a) and Section 8(d); PROVIDED, HOWEVER, that any amendment made to any of the Security Documents that changes the responsibilities of the Collateral Agent shall require the prior approval of the Collateral Agent; and (b) upon the prior approval of the Majority Secured Parties, if the requested action is (i) a Preservation Action, (ii) an Enforcement Action, or (iii) any consent, waiver or other action under any Security Document or with respect to any Collateral that pursuant to this Collateral Agency and Intercreditor Agreement does not specifically require the approval of all of the Secured Parties or which pursuant to this Collateral Agency...