Common use of Failure to Act Clause in Contracts

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunderhereunder or under the other Loan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or and thereunder unless it shall be indemnified receive further assurances to its satisfaction by the Banks of their indemnification obligations under Section 8.05 against any and all liability and expense that which may be incurred by it the Agent by reason of taking taking, continuing to take, or continuing failing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 10.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunderhereunder and under the other Basic Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or and thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 11.05 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the other Loan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of an Agent hereunder or under the Agent hereunderSecurity Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability liability, cost and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the any Agent hereunderunder this Agreement, the such Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Noteholders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability liabilities and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the an Agent hereunder, or under the Security Documents, each Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunderhereunder or under the Other Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it they shall be indemnified to its their satisfaction by the Banks against any and all liability and expense that may be incurred by it them by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the hereunder or under any other Loan Document Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it them by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of -------------- the Agent hereunder, the Agent Agents shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lessors against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder under this Agreement and the other Loan Documents unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunderAgents hereunder or under the Other Documents, the Agent Agents shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it they shall be indemnified to its their satisfaction by the Banks against any and all liability and expense that may be incurred by it them by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.. 76

Failure to Act. Except for action expressly required of the Agent Agents hereunder, the each Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the The Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder under the Transaction Documents unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly ----------------- required of the Agent hereunderhereunder or under any of the Credit Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder (as the case may be) unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the The Agent shall in all cases be fully -------------- justified in failing or refusing to act hereunder or thereunder under the Operative Documents unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability liabilities and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks of their indemnification obligations under SECTION 10.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of ------------- -------------- the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be is indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Agent hereunder, the Agent Agents shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or and thereunder unless it shall be indemnified receive further assurances to its satisfaction by the Banks of their indemnification obligations under Section 7.05 against any and all liability and expense that which may be incurred by it the Agent by reason of taking taking, continuing to take, or continuing failing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder under the Loan Documents unless it shall be indemnified to its satisfaction by the Banks Banks, pro rata, in the same proportion that their respective Commitments bear to the sum of all Commitments of all Banks, against any and all liability and expense that which may be incurred by it Agent by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, hereunder the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be by fully justified in failing or refusing to act hereunder or thereunder unless it shall be is indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 11.05 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Holders against any and all liability liability, cost and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunderhereunder or under the other Loan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability (except gross negligence and willful misconduct) and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action actions expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunderhereunder and under the other Basic Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or and thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 12.05 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Xxxxxxx against any and all liability and expense that which may be incurred by it them by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder under any Related Document unless it shall be indemnified receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 11.5 against any and all liability and expense that may be incurred by it in its capacity as Agent hereunder by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required ------------- of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.and

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 13.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of an Agent hereunder or under the Agent hereunderSecurity Documents, the such Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that (except to the extent resulting from gross negligence and willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent -------------------- hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such actionaction (except any such liability or expense resulting solely from Agent's gross negligence or willful misconduct).