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

Certain Rights of the Collateral Agent. (b) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if the Collateral Agent shall request instructions from the Required Secured Creditors with respect to any act or action (including failure to act) in connection with the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors or as expressly provided in the Security Agreement and (y) without limiting preceding clause (x), the Collateral Agent shall not be liable to any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Certain Rights of the Collateral Agent. (ba) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any the Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required , it being understood and agreed that nothing in this Agreement shall affect the rights of the Secured Creditors to be taken by the Collateral Agent accelerate their respective Obligations in accordance with the Security Agreement, if their respective Secured Debt Documents. If the Collateral Agent shall request instructions from the Required Secured Creditors Creditors, with respect to any act or action (including failure to act) in connection with the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security this Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors or as expressly provided Creditors. As used herein, the term "Required Secured Creditors" shall mean the Required Banks (or, to the extent required by Section 13.12 of the Credit Agreement, all of the Banks). Notwithstanding anything to the contrary contained in the Security Agreement immediately preceding sentence, if at any time the principal of any Obligations secured hereby has been accelerated, or the final maturity date with respect to any such principal Obligations has occurred, and as a result thereof one or more payment Events of Default (y) without limiting preceding clause (xwhere the aggregate principal amount of such Obligations accelerated or not paid at final maturity equals or exceeds $100,000,000), the Collateral Agent which payment Events of Default shall not be liable to any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).have continued

Certain Rights of the Collateral Agent. (ba) No Secured Creditor Party shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Authorized Representatives on behalf of the Applicable Secured Creditors Parties having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if the Collateral Agent shall request instructions from the Required Authorized Representatives on behalf of the Applicable Secured Creditors Parties with respect to any act or action (including failure to act) in connection with the any Security Agreement Document and the Required Authorized Representatives on behalf of the Applicable Secured Creditors Parties shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the such Security AgreementDocument, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Authorized Representatives on behalf of the Applicable Secured Creditors Parties and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor Party or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor Party shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement Documents in accordance with the instructions of the Required Authorized Representatives on behalf of the Applicable Secured Creditors Parties or as expressly provided in the Security Agreement Documents and (y) without limiting the preceding clause (x), the Collateral Agent shall not be liable to any Secured Creditor Party or any other Person for any action taken or omitted to be taken by it hereunder or under the Security AgreementDocuments, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Certain Rights of the Collateral Agent. (ba) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any the Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if If the Collateral Agent shall request instructions from the Required Secured Creditors Creditors, with respect to any act or action (including failure to act) in connection with the any Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security AgreementDocument, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors or as expressly provided Creditors. Notwithstanding anything to the contrary contained above in this Section 4(a), if at any time the principal of any Obligations secured by the Security Agreement Documents has been accelerated, or the final maturity date with respect to any such principal Obligations has occurred, and as a result thereof one or more payment Events of Default (y) without limiting preceding clause (xwhere the aggregate principal amount of such Obligations accelerated or not paid at final maturity equals or exceeds $50,000,000), which payment Events of Default shall have continued in existence for at least 90 consecutive days after the date of such acceleration or final maturity, and the Required Secured Creditors at such time (determined without regard to this sentence) have not directed the Collateral Agent shall not be liable to commence enforcement proceedings pursuant to any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under of the Security AgreementDocuments, unless caused by its gross negligence then so long as such payment Event of Annex O Page3 Default is continuing the Secured Creditors holding at least a majority of the outstanding Obligations secured hereby subject to such payment Event of Default shall constitute the Required Secured Creditors for purposes of causing the Collateral Asset to commence enforcement proceedings pursuant to the Security Documents, provided that in such event the Secured Creditors who would constitute the Required Secured Creditors in the absence of this sentence shall have the right to direct the manner and method of enforcement so long as such directions do not materially delay or willful misconduct (as determined by a court impair the taking of competent jurisdiction in a final and non-appealable decision)enforcement action.

Certain Rights of the Collateral Agent. (ba) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors Lenders (or in the specific circumstances contemplated by (and subject to the terms of) Section 7.1, the holders of a majority of the Applicable Obligations) having the right to direct the Collateral Agent (such holders of Obligations so entitled to direct the Collateral Agent, the “Required Secured Creditors”) by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if the Collateral Agent shall request instructions from the Required Secured Creditors with respect to any act or action (including failure to act) in connection with the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors or as expressly provided in the Security Agreement and (y) without limiting preceding clause (x), the Collateral Agent shall not be liable to any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Certain Rights of the Collateral Agent. (ba) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if the Collateral Agent shall request instructions from the Required Secured Creditors with respect to any act or action (including failure to act) in connection with the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act Annex K and refrain from acting) in connection with the Security Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received express instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder or under the Security Agreement in accordance with the instructions of the Required Secured Creditors or as expressly provided in the Security Agreement and (y) without limiting preceding clause (x), the Collateral Agent shall not be liable to any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under the Security Agreement, unless caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Certain Rights of the Collateral Agent. (b) No Secured Creditor shall have the right to take any action with respect to (or against) any Collateral, or cause the Collateral Agent to take any action with respect to (or against) any Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent by written instruction in accordance with Section 4(d) hereof to take any such action. Except for actions required to be taken by the Collateral Agent in accordance with the Security Agreement, if If the Collateral Agent shall request instructions from the Required Secured Creditors Lenders with respect to any act or action (including the failure to act) in connection with this Intercreditor Agreement, the Indebtedness and the Security Agreement and the Required Secured Creditors shall fail to instruct the Collateral Agent with respect to any act or action (including failure to act and refrain from acting) in connection with the Security AgreementInstruments, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it the Collateral Agent shall have received express instructions from the Required Secured Creditors and Lenders pursuant to the extent requested, appropriate indemnification in respect of actions to be taken, terms hereof; and the Collateral Agent shall not incur liability to any Secured Creditor or any other Person by reason of so refraining. Without limiting the foregoing, (x) no Secured Creditor Lender shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting under this Intercreditor Agreement or the Security Instruments in accordance with the written instructions given in accordance with this Intercreditor Agreement and such instructions and any action taken or failure to act pursuant thereto shall be binding on all the Lenders. Except for action expressly required of the Collateral Agent pursuant to the terms hereof, the Collateral Agent shall be fully justified in failing or refusing to take any action hereunder or under the Security Agreement in accordance with Instruments unless it shall first be indemnified to its satisfaction by the Obligors or the Lenders against any and all liability and expense which may be incurred by the Collateral Agent by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Article IV or any indemnity or instructions provided by any or all of the Required Secured Creditors or as expressly provided in the Security Agreement and (y) without limiting preceding clause (x)Lenders, the Collateral Agent shall not be liable required to any Secured Creditor or any other Person for take any action taken which exposes the Collateral Agent to personal liability or omitted which is contrary to be taken by it hereunder or under this Intercreditor Agreement, the Security Agreement, unless caused by its gross negligence Instruments or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)applicable law.