Action Not Required. The Owner Trustee will not be required to do any of the following:
Action Not Required. If the submittal is primarily for information or record purposes, special 44 processing, or other activity. 45
Action Not Required. The action which the Seller may request the Buyer or the Company to take under paragraph 5.1 does not include:
A. any action which, in the Buyer’s reasonable opinion, would or might be unlawful or materially prejudice the business or Tax affairs of the Buyer or the Company or any other member of the Buyer’s Tax Group; or |US-DOCS\117790358.20||
B. allowing the Seller (or any person nominated by the Seller) to undertake the conduct of any action necessary to effect recovery of the amount in question.
Action Not Required. As to any matters not expressly provided for in the Second Lien Credit Documents, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Purchasers (or if all Purchasers or any other Persons are explicitly required under any other provision of this Agreement, such Persons), and such instructions shall be binding upon all Noteholders; provided, however, that notwithstanding anything in this Agreement or the Second Lien Documents to the contrary, the Agent shall not be required to take any action which the Agent reasonably believes exposes the Agent to personal liability or which the Agent reasonably believes is contrary to this Agreement, any Second Lien Credit Document or law. Not in limitation of the foregoing, the Agent shall exercise any right or remedy it or the Purchasers or LC Issuer has under any Second Lien Credit Document upon the occurrence of a Default or Event of Default unless directed otherwise by the Required Purchasers. The Agent may at any time request instructions from the applicable Purchasers with respect to any actions or approvals which, by the terms of any of the Second Lien Credit Documents, the Agent is permitted or required to take or to grant, and the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Second Lien Credit Documents until it shall have received such instructions. Without limiting the generality of the foregoing, no Holder shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under the Second Lien Credit Documents in accordance with the instructions of the Required Purchasers, or, where required by the express terms hereof, a greater proportion of the Purchasers.
Action Not Required. The action which the Sellers’ Representatives may request the Parent or the Company to take under paragraph 3.1 does not include:
(a) any action which, in the Parent’s reasonable opinion, would be unlawful or materially prejudice the business or Tax affairs of the Parent or the Company or any other member of the Parent’s Tax Group; or
(b) allowing the Sellers’ Representatives or the Sellers (or any person nominated by them) to undertake the conduct of any action necessary to effect recovery of the amount in question.
