Common use of Actions by the Collateral Agent Clause in Contracts

Actions by the Collateral Agent. The Collateral Agent shall take, or refrain from taking, any action as directed in writing by the Administrative Agent or the Requisite Lenders. Notwithstanding anything to the contrary provided herein or in the Collateral Documents, the Collateral Agent shall not be obligated to take, or refrain from taking, any action (a) to the extent the Collateral Agent has received a written advice from its counsel that such action is in conflict with any applicable law, Collateral Document or order of any Governmental Authority or (b) with respect to which the Collateral Agent, in its reasonable judgment, has not received adequate security or indemnity hereunder or under the Collateral Documents. Nothing in this Section 10.9 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 under the Collateral Documents and which it believes in good faith is not inconsistent with any direction of the Administrative Agent or the Requisite Lenders delivered pursuant to this Section 10.9; provided, however, the Collateral Agent shall not be under any obligation to take any discretionary action under the provisions of this Agreement or any other Collateral Document unless so directed by the Administrative Agent or the Requisite Lenders. The Collateral Agent shall be obliged to perform only such duties as are specifically set forth in this Agreement or any Collateral Document, and no implied covenants or obligations shall be read into this Agreement or any Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of any written direction pursuant to this Section 10.9, exercise the rights and powers vested in it by any Collateral Document with respect to such direction, and the Collateral Agent shall not be liable with respect to any action taken or omitted in accordance with such direction. If the Collateral Agent shall seek directions from the Administrative Agent or the Requisite Lenders with respect to any action under any Collateral Document, the Collateral Agent shall not be required to take, or refrain from taking, such action until it shall have received such direction. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and under the Collateral Documents are solely to protect the Collateral Agent’s interest in the Collateral (for itself and for the benefit of the Secured Parties) and, except as expressly set forth herein, shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers at the direction of the Administrative Agent, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to any Secured Party or any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Actions by the Collateral Agent. The Collateral Agent shall take, or refrain from taking, any action as directed in writing by the Administrative Agent or the Requisite LendersAgent. Notwithstanding anything to the contrary provided herein or in the Collateral Documents, the Collateral Agent shall not be obligated to take, or refrain from taking, any action (ai) to the extent the Collateral Agent has received a written advice from its counsel that such action is in conflict with any applicable law, Collateral Document or order of any Governmental Authority or (bii) with respect to which the Collateral Agent, in its reasonable judgment, has not received adequate security or indemnity hereunder or under the Collateral Documents. Nothing in this Section 10.9 7.9 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 under the Collateral Documents and which it believes in good faith is not inconsistent with any direction of the Administrative Agent or the Requisite Lenders delivered pursuant to this Section 10.97.9; provided, however, the Collateral Agent shall not be under any obligation to take any discretionary action under the provisions of this Agreement or any other Collateral Document unless so directed by the Administrative Agent or the Requisite LendersAgent. The Collateral Agent shall be obliged to perform only such duties as are specifically set forth in this Agreement or any Collateral Document, and no implied covenants or obligations shall be read into this Agreement or any Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of any written direction pursuant to this Section 10.97.9, exercise the rights and powers vested in it by any Collateral Document with respect to such direction, and the Collateral Agent shall not be liable with respect to any action taken or omitted in accordance with such direction. If the Collateral Agent shall seek directions from the Administrative Agent or the Requisite Lenders with respect to any action under any Collateral Document, the Collateral Agent shall not be required to take, or refrain from taking, such action until it shall have received such direction. The Collateral SECOND LIEN CREDIT AGREEMENT AMKOR TECHNOLOGY, INC. Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and under the Collateral Documents are solely to protect the Collateral Agent’s 's interest in the Collateral (for itself and for the benefit of the Secured Parties) and, except as expressly set forth herein, shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers at the direction of the Administrative Agent, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to any Secured Party or any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Actions by the Collateral Agent. The (a) Subject to the provisions of the Pledge Agreement and this Indenture, the Collateral Agent shall take, may in its sole discretion and without the consent of the Holders take all actions that are deemed necessary or refrain from taking, appropriate in order to (i) enforce any action as directed of the terms of the Pledge Agreement and (ii) to collect and receive all amounts payable in writing by respect of the Administrative Agent or obligations of the Requisite LendersIssuers and the Parent Guarantor under the Pledge Agreement and this Indenture. Notwithstanding anything Subject to the contrary provided herein or limitations set forth in the Collateral DocumentsPledge Agreement, the Collateral Agent shall not have the power to institute and maintain such suits and proceedings as it may deem expedient in order to prevent any impairment of the Collateral by any act that may be obligated to takeunlawful or in violation of this Indenture or the Pledge Agreement, or refrain from taking, any action (a) to the extent and such suits and proceedings as the Collateral Agent has received a written advice from may deem expedient to preserve or protect its counsel that such action is interests and those of the Holders in conflict with any applicable law, Collateral Document or order of any Governmental Authority or the Collateral. (b) with respect to which the Collateral Agent, No duty beyond that set forth in its reasonable judgment, has not received adequate security or indemnity hereunder or under the Collateral Documents. Nothing in this Section 10.9 shall impair the right of 7.01 is imposed on the Collateral Agent in its discretion to take or omit to take any action which is deemed proper by the Collateral Agent under the Collateral Documents and which it believes in good faith is not inconsistent with any direction of the Administrative Agent or the Requisite Lenders delivered pursuant to this Section 10.9; provided, however, the 10.05. The Collateral Agent shall not be under responsible for the existence, genuineness or value of any obligation of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to take any discretionary act on its part hereunder, except to the extent such action under or omission constitutes gross negligence, bad faith or willful misconduct on the provisions part of this Agreement the Collateral Agent, for the validity or sufficiency of the Collateral or any other agreement or assignment contained therein, for the validity of the title of the Company to the Collateral, for insuring the Collateral Document unless so directed by or for the Administrative Agent payment of taxes, charges, assessments or Liens upon the Requisite LendersCollateral or otherwise as to the maintenance of the Collateral. The Collateral Agent shall be obliged have no responsibility for recording, filing, re-recording or refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to perform only such duties as are specifically set forth in this Agreement otherwise take any action to perfect or any Collateral Document, and no implied covenants or obligations shall be read into this Agreement or any Collateral Document against maintain the Collateral Agent. The Collateral Agent shall, upon receipt perfection of any written direction pursuant security interest granted to this Section 10.9, exercise the rights and powers vested in it by any Collateral Document with respect to such direction, and the Collateral Agent shall not be liable with respect to any action taken or omitted in accordance with such direction. If the Collateral Agent shall seek directions from the Administrative Agent or the Requisite Lenders with respect to any action under any Collateral Document, the Collateral Agent shall not be required to take, or refrain from taking, such action until it shall have received such direction. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and under the Collateral Documents are solely to protect the Collateral Agent’s interest in the Collateral (for itself and for the benefit of the Secured Parties) and, except as expressly set forth herein, shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers at the direction of the Administrative Agent, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to any Secured Party or any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconductotherwise.

Actions by the Collateral Agent. The Collateral Agent shall take, or refrain from taking, any action as directed in writing by the Administrative Agent or the Requisite LendersAgent. Notwithstanding anything to the contrary provided herein or in the Collateral Documents, the Collateral Agent shall not be obligated to take, or refrain from taking, any action (a) to the extent the Collateral Agent has received a written advice from its counsel that such action is in conflict with any applicable law, Collateral Document or order of any Governmental Authority or (b) with respect to which the Collateral Agent, in its reasonable judgment, has not received adequate security or indemnity hereunder or under the Collateral Documents. Nothing in this Section 10.9 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 under the Collateral Documents and which it believes in good faith is not inconsistent with any direction of the Administrative Agent or the Requisite Lenders delivered pursuant to this Section 10.9; provided, however, CREDIT AGREEMENT KNOLOGY, INC. the Collateral Agent shall not be under any obligation to take any discretionary action under the provisions of this Agreement or any other Collateral Document unless so directed by the Administrative Agent or the Requisite LendersAgent. The Collateral Agent shall be obliged to perform only such duties as are specifically set forth in this Agreement or any Collateral Document, and no implied covenants or obligations shall be read into this Agreement or any Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of any written direction pursuant to this Section 10.9, exercise the rights and powers vested in it by any Collateral Document with respect to such direction, and the Collateral Agent shall not be liable with respect to any action taken or omitted in accordance with such direction. If the Collateral Agent shall seek directions from the Administrative Agent or the Requisite Lenders with respect to any action under any Collateral DocumentDocument or the Intercreditor Agreement, the Collateral Agent shall not be required to take, or refrain from taking, such action until it shall have received such direction. The Collateral Agent shall not agree to amend or modify the Intercreditor Agreement without the consent of the Requisite Lenders. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and under the Collateral Documents are solely to protect the Collateral Agent’s interest in the Collateral (for itself and for the benefit of the Secured Parties) and, except as expressly set forth herein, shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers at the direction of the Administrative Agent, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to any Secured Party or any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Actions by the Collateral Agent. The (a) In each case that the Collateral Agent may or is required hereunder or under the other Transaction Documents to take any action (an "Action"), including without limitation to make any determination or judgment, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or thereunder, the Collateral Agent may seek direction from the Required Secured Parties, the Unanimous Secured Parties, or any Secured Party Group, as applicable. If the Collateral Agent shall takerequest direction from the Required Secured Parties, the Unanimous Secured Parties, or refrain from takingany Secured Party Group, as applicable, with respect to any action as directed in writing by the Administrative Agent or the Requisite Lenders. Notwithstanding anything to the contrary provided herein or in the Collateral DocumentsAction, the Collateral Agent shall not be obligated entitled to take, or refrain from taking, any action (a) to the extent the Collateral Agent has received a written advice from its counsel that such action is in conflict with any applicable law, Collateral Document or order of any Governmental Authority or (b) with respect to which the Collateral Agent, in its reasonable judgment, has not received adequate security or indemnity hereunder or under the Collateral Documents. Nothing in this Section 10.9 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 under the Collateral Documents Action unless and which it believes in good faith is not inconsistent with any direction of the Administrative Agent or the Requisite Lenders delivered pursuant to this Section 10.9; provided, however, the until such Collateral Agent shall not be under any obligation to take any discretionary action under have received direction from the provisions of this Agreement Required Secured Parties, the Unanimous Secured Parties, or any other Collateral Document unless so directed by the Administrative Agent or the Requisite Lenders. The Collateral Agent shall be obliged to perform only such duties Secured Party Group, as are specifically set forth in this Agreement or any Collateral Document, and no implied covenants or obligations shall be read into this Agreement or any Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of any written direction pursuant to this Section 10.9, exercise the rights and powers vested in it by any Collateral Document with respect to such directionapplicable, and the Collateral Agent shall not be liable with respect incur liability to any action taken or omitted Person by reason of so refraining. (b) Notwithstanding anything to the contrary in accordance with such direction. If the Transaction Documents, in no event shall the Collateral Agent shall seek directions from the Administrative Agent be responsible for, or the Requisite Lenders have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by the Transaction Documents (including without limitation any action financing or continuation statements or similar documents or instruments under any Collateral Documentthe Code), nor shall the Collateral Agent shall not be required to takeresponsible for, or refrain from taking, such action until it shall have received such direction. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder makes no representation regarding, the validity, effectiveness or priority of this Security and under Intercreditor Agreement, or any other Transaction Documents or the Collateral security interests or Liens intended to be created hereby or thereby. (c) Any direction, request, notice, consent or other action provided or permitted by the Transaction Documents to be given, made or taken by the Required Secured Parties, the Unanimous Secured Parties, or any Secured Party Group may be embodied in or evidenced by one or more instruments of substantially similar tenor signed by the applicable party or parties in person or by an agent thereof duly appointed in writing; and such action, except as otherwise expressly provided herein, shall become effective when such instrument or instruments are solely delivered to protect the Collateral Agent’s interest in the Collateral (for itself . The fact and for the benefit date of the Secured Parties) and, except as expressly set forth herein, shall not impose execution of any duty upon such instrument or writing may be proved in any manner that the Collateral Agent to exercise any such powers. deems sufficient. (d) The Collateral Agent shall be accountable only for amounts that it actually receives as a result under no obligation to exercise any of the exercise of such rights or powers vested in it by the Transaction Documents at the request or direction of any of the Administrative AgentSecured Parties, and neither unless such Secured Parties shall have offered to the Collateral Agent nor any reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance of its officers, directors, employees such request or agents shall be responsible to any Secured Party or any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconductdirection.