Common use of Actions; Control of the Collateral Agent Clause in Contracts

Actions; Control of the Collateral Agent. (a) Subject to Sections 3.3(b) and 3.3(c) and except as otherwise provided in Section 3.3(d) and in the Security Agreement, the Collateral Agent shall take such action with respect to the Collateral and the Security Documents (including, but not limited to, exercising the rights and remedies provided in Article 4) as is requested in writing by and only by the Applicable Representative or, during the continuance of an Actionable Default, by Majority Creditors. Notwithstanding the foregoing, the Collateral Agent shall not be obligated to take any action which is in conflict with any provisions of law or of this Collateral Agent Agreement or the other Security Documents or with respect to which the Collateral Agent has not received adequate security or indemnity as provided in Section 7.3(d). Following the receipt by the Collateral Agent of a Notice of Acceleration Default from the Applicable Representative or a Notice of Actionable Default from Majority Creditors, and so long as such Notice of Acceleration Default or Notice of Actionable Default, as applicable, has not been withdrawn by the Applicable Representative or Majority Creditors, as applicable, the Collateral Agent shall not take any action to enforce the Security Interest in the Collateral or foreclose on any Lien thereon unless the Collateral Agent has received instructions to do so in the manner provided in this Section 3.3. (b) The Collateral Agent shall not be obligated to follow any written directions received pursuant to Section 3.3(a) to the extent the Collateral Agent has received an opinion of independent counsel to the Collateral Agent to the effect that such written directions are in conflict with any provisions of law or this Collateral Agent Agreement; provided, however, that under no circumstances shall the Collateral Agent be liable for following the written instructions of the Applicable Representative or Majority Creditors at such times as such parties have the authority to act as herein provided.