Control by the Majority Holders Sample Clauses
Control by the Majority Holders. (a) Subject to Section 3.08(b), if an Actionable Default shall have occurred and be continuing and if the Collateral Agent shall have received a Notice of Actionable Default with respect thereto, the Majority Holders shall have the right, by an instrument in writing executed and delivered to the Collateral Agent, to direct the time, method and place of conducting any proceeding for any right or remedy available to the Collateral Agent, or of exercising any trust or power conferred on the Collateral Agent, or for the appointment of a receiver, or for the taking of any action authorized by Article 3 of this Agreement.
(b) The Collateral Agent shall not follow any written directions received pursuant to Section 3.08(a) to the extent such written directions are known by the Collateral Agent to be in conflict with any provisions of law or if the Collateral Agent shall have received from independent counsel an unqualified opinion to the effect that following such written directions would result in a breach of a provision or covenant contained in the Indenture or impose individual liability on the Collateral Agent.
(c) Nothing in this Section 3.08 shall impair the right of the Collateral Agent in its discretion to take or omit to take any action deemed proper by the Collateral Agent and which action or omission is not inconsistent with the direction of the Secured Parties entitled to direct the Collateral Agent with respect to such action as provided for in this Agreement; provided, however, that the Collateral Agent shall not be under any obligation to take any action that is discretionary with the Collateral Agent under the provisions of this Agreement or under any Collateral Document.
(d) For the avoidance of doubt, the Majority Holders when taking, or in directing the Collateral Agent to take, any action with respect of the Collateral, the Majority Holders may elect to take such action (or to direct the Collateral Agent to take such action) with respect to all or any part of the Collateral, except as limited by mandatory provisions of applicable law.
Control by the Majority Holders. (a) Subject to Section 3.6(b) of this Agreement, if the Collateral Agent -------------- shall have received a Notice of Actionable Default and during the period from such receipt until such Notice of Actionable Default is withdrawn in accordance with the provisions of Section 3.1(b) hereof, the Majority Holders shall have -------------- the right, by an instrument in writing executed and delivered to the Collateral Agent, to direct the Collateral Agent to exercise, or to refrain from exercising, any right, remedy or power available to or conferred upon the Collateral Agent hereunder, and in connection therewith, to direct the time, method and place of conducting any proceeding for any right or remedy available to the Collateral Agent, or of exercising any trust or power conferred on the Collateral Agent, or for the appointment of a receiver, or for the taking of any other action authorized by this Section 3, provided that the Collateral Agent --------- shall have received adequate security or indemnity as provided in Section 6.3(c) -------------- of this Agreement.
(b) The Collateral Agent shall not be obligated to follow any written directions received pursuant to Section 3.6(a) or Section 3.1(b) of this -------------- -------------- Agreement to the extent the Collateral Agent has received a written opinion of its counsel, which counsel shall be chosen by the Collateral Agent in its sole discretion and which counsel may be an employee of the Collateral Agent, to the effect that such written directions are in conflict with any provisions of law or this Agreement; provided, however, under no circumstances shall the -------- ------- Collateral Agent be liable to any Secured Party or any Grantor for following the written instructions of the Majority Holders pursuant to Section 2.2(a)(ii) or ------------------ 3.6
(a) herein. ------
(c) Nothing in this Section 3.6 shall impair the right of the Collateral ----------- Agent in its discretion to take or omit to take any action which is deemed proper by the Collateral Agent and which is consistent with this Agreement and not inconsistent with any direction of the Majority Holders; provided, however, -------- ------- the Collateral Agent shall not be under any obligation, as a result of this Section 3.6, to take any action which is discretionary with the Collateral Agent ----------- under the provisions hereof or under any Collateral Document unless so directed by the Majority Holders.