Common use of Refusal to Act Clause in Contracts

Refusal to Act. Except for notices and actions expressly required of an Agent hereunder, such Agent shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by the Lenders and the Certificate Purchasers against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action (provided that such indemnity shall not be required to extend to liability or expense arising from such Agent's gross negligence or willful misconduct, it being understood that no action taken by such Agent in accordance with the instructions of the Required Entities shall be deemed to constitute gross negligence or willful misconduct on its part) and (b) it is reasonably satisfied that such action is not contrary to Participation Agreement any Operative Document or to any Applicable Law and (c) it has received written instructions that comply with the express terms and conditions of this Participation Agreement or another Operative Document.

Refusal to Act. Except for notices and actions expressly required of an Agent hereunderhereunder and except for the performance of its covenants in Section 6.3 of the Participation Agreement, such Agent shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by the Lenders and the Certificate Purchasers Lessors against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action (provided that such indemnity shall not be required to extend to liability or expense arising from such Agent's gross negligence or willful misconduct, it being understood that no action taken taken, or not taken, by such Agent in accordance with the instructions of the Required Entities Lessors shall be deemed to constitute gross negligence or willful misconduct on its part) and (b) it is reasonably satisfied that such action is not contrary to Participation this Lease or any other Operative Agreement any Operative Document or to any Applicable Law and (c) it has received written instructions that comply with the express terms and conditions of this Participation Agreement or another Operative Documentapplicable law.