Common use of Requisite Holders Clause in Contracts

Requisite Holders. Except with respect to any matters expressly provided for by this Agreement, the Notes, the Collateral Documents, any other Note Documents or the TCW Governing Documents (as defined in subsection (d)(iii) below), each Holder agrees that neither Agent nor Collateral Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and each Holder agrees that Agent and Collateral Agent shall be fully protected in so acting or refraining from acting) upon the written instructions of the Requisite Holders. The Requisite Holders may, in their reasonable discretion, remove TAMCO from its respective appointments as Agent and Collateral Agent and then select a new party to fulfill, in accordance with the terms hereof, such positions. All powers of Agent and Collateral Agent shall be exercised for the benefit of all Holders and in accordance with the directions of the Requisite Holders. Agent and Collateral Agent shall take every reasonable action to implement the Requisite Holders’ directions. If (i) any Note is ever held by any Person other than the original Holders in accordance herewith or (ii) TAMCO resigns as Agent and Collateral Agent, Issuer and all holders of Notes shall execute an agency agreement, in form satisfactory to Agent and Collateral Agent and providing for satisfactory indemnification, before carrying out any further actions under the Note Documents. Issuer shall pay all customary fees and costs in connection with the drafting and execution of such agency agreement. Until any such agency agreement is executed: (i) Agent and Collateral Agent shall be fully protected in acting on the instructions of Requisite Holders; (ii) TAMCO shall have the right to withdraw as Agent and Collateral Agent, respectively, subject, however, to its rights an duties under any other agreements with the Purchasers or any other Holder; and (iii) any action of Collateral Agent under any Security Document shall be binding on the Purchasers and Holders.

Requisite Holders. Except with respect to any matters expressly provided for by this Agreement, the Notes, the Collateral Security Documents, any other Note Loan Documents or the TCW Governing Documents (as defined in subsection (d)(iii) below), each Holder agrees that neither Agent nor Collateral Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and each Holder agrees that Agent and Collateral Agent shall be fully protected in so acting or refraining from acting) upon the written instructions of the Requisite Holders. For the purpose hereof, the "Requisite Holders" shall mean, at any time, the Holders holding at least sixty- six and two-thirds percent (66 2/3%) of the outstanding principal amount of all Notes. The Requisite Holders may, in their reasonable discretion, remove TAMCO from its respective appointments as Agent and Collateral Agent and then select a new party to fulfill, in accordance with the terms hereof, such positions. All powers of Agent and Collateral Agent shall be exercised for the benefit of all Holders and in accordance with the directions of the Requisite Holders. Agent and Collateral Agent shall take every reasonable action to implement the Requisite Holders’ ' directions. If (i) any Note is ever held by any Person other than the original Holders in accordance herewith or (ii) TAMCO resigns as herewith, Agent and Collateral Agent, Issuer and Agent may insist on the execution of any agency agreement among all holders of Notes shall execute an agency agreementNotes, in form satisfactory to Agent and Collateral Agent and providing for satisfactory indemnification, before carrying out any further actions under the Note Loan Documents. Issuer shall pay all customary fees and costs in connection with the drafting and execution of such agency agreement. Until any such agency agreement is executed: (i) Agent and Collateral Agent shall be fully protected in acting on the instructions of Requisite HoldersPersons holding Notes representing sixty-six and two-thirds percent (66 2/3%) or more of the aggregate principal indebtedness owing under all Notes in the manner described herein; (ii) TAMCO shall have the right to withdraw as Agent and Collateral Agent, respectively, subject, however, to its rights an duties under any other agreements with the Purchasers Lenders or any other Holder; and (iii) any action of Collateral Agent under any Security Document shall be binding on the Purchasers Lenders and Holders.