Actions of the Collateral Agent Upon Default. (a) Subject to Section 8.13, if the Closed-End Collateral Agent shall have received a Default Notice: (i) The Closed-End Collateral Agent shall take such action as is required by this Article VIII and take such other action as the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) shall request in writing; and (ii) The Closed-End Collateral Agent shall follow the written directions of the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) with respect to the time, method and place of taking any action required by the preceding clause (i) or, if no such direction is provided, then the Closed-End Collateral Agent may take such action in the manner it deems advisable in order to protect the interests of the Secured Parties, provided that nothing in this Section shall be construed to impose a duty on the Closed-End Collateral Agent to take any discretionary action without first receiving direction from the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf). (b) Nothing in this Section 8.5 shall impair the right of the Closed-End Collateral Agent in its discretion to take or omit to take any action deemed proper by the Closed-End Collateral Agent and which action or omission is not inconsistent with the direction of the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf); provided, however, that, the Closed-End Collateral Agent shall not be under any obligation to take any action that is left to the discretion of the Closed-End Collateral Agent under the provisions hereof without the prior written direction of the Required Secured Parties (or, if the Required Warehouse Lenders constitute the Required Secured Parties, the Deal Agent on their behalf) without first being reasonably satisfied that it is or will be duly indemnified for any loss, costs or damage caused by, or in connection with, its taking such action (except any loss, costs or damage caused by its own gross negligence or willful misconduct) or that could reasonably be expected to subject the Closed-End Collateral Agent to liability against which indemnity would not be satisfactory.
Appears in 5 contracts
Samples: Collateral Agency Agreement (World Omni LT), Collateral Agency Agreement (World Omni LT), Collateral Agency Agreement (World Omni LT)