Direction by Committee. (a) A direction by the Committee to make a distribution from the Trust shall:
(i) be made in writing;
(ii) specify the amount of the payment to be distributed (net of the amount sufficient for the Employer to discharge its withholding obligation), the date such payment is to be made, the person to whom payment is to be made, and the address to which the payment is to be sent;
(iii) specify the amount determined by the Employer to be sufficient for the Employer to discharge its withholding obligation; and
(iv) be deemed to certify to the Trustee that such direction and any payment pursuant thereto are authorized under the terms of the Plan.
(b) The Trustee shall be entitled to rely conclusively on the Committee’s certification of its authority to direct a payment without independent investigation. The Trustee shall have no liability to any person with respect to payments made in accordance with the provisions of this Section 4.
Direction by Committee. Whenever the Committee consists of members other than or in addition to the Trustees, and whenever the Trustees are required or authorized to take any action hereunder pursuant to any written direction or determination of the Committee, such direction or determination shall be sufficient protection to the Trustees if contained in a writing signed by any one or more of its members authorized to execute documents on behalf of the Committee pursuant to Section 9.04. By such writing the Committee may ratify, approve, or confirm any action taken by the Trustees, and upon such ratification, approval, or confirmation the Trustees shall be protected as though authorization or determination by the Committee had preceded such action. In the absence of direction by the Committee as to any matter provided in this Plan, the Trustees may in their discretion take such action as they deem fit and proper with respect thereto after reasonable attempts to secure Committee direction. The Trustees may deliver documents to the Committee by delivering the same to each member of the Committee or by mailing the same, postage prepaid, addressed to the Committee in care of the Company at its principal office.
Direction by Committee. (a) Subject to Section 3.12 and the Intercreditor Agreement, if an Other Default shall have occurred and be continuing and the Collateral Trustee shall have received an Other Default Notice with respect thereto:
(i) in addition to taking such action as is required by Section 3.3, the Collateral Trustee shall take such other action as is necessary and appropriate for the performance of and compliance with the covenants and conditions of this Agreement as the Committee shall request in writing; and
(ii) the Collateral Trustee shall follow the written direction of the Committee with respect to the time, method and place of taking any action required by the preceding paragraph (i) or, if no such direction is provided, then the Collateral Trustee may take such action in the manner it deems necessary and appropriate for the performance of and compliance with the covenants and conditions of this Agreement.
(b) Nothing in this Section 4.1 shall impair the right of the Collateral Trustee to take or omit to take, in its discretion, any action deemed proper by the Collateral Trustee and which action or omission is not inconsistent with the direction of the Committee in case of an Other Default, provided, however, the Collateral Trustee shall not be under any obligation to take any action pursuant to any Class 4 Document without first being provided adequate security and indemnity by the Collateral Grantors against the costs, expenses and liabilities which may be incurred by it in complying with such direction (except any cost, expense or liability caused by its own gross negligence or willful misconduct or its failure to exercise ordinary care in the handling of moneys and securities actually received by it), including such reasonable advances for such cost and expenses as may be requested by the Collateral Trustee. If any Collateral Grantor fails or refuses to provide such security, indemnity or advances, any Class 4 Creditor(s) may, but shall have no obligation (subject to the Collateral Trustee's rights hereunder) to, furnish such security or indemnity or to make such advances.
Direction by Committee. 14 SECTION 4.1 Direction by Committee.................................. 14 ARTICLE 5. PROCEEDS ACCOUNT................................................ 16 SECTION 5.1 The Proceeds Account.................................... 16 SECTION 5.2 Control of Proceeds Account............................. 16
Direction by Committee. (a) A direction by the Committee to make a distribution from the Trust shall: (i) be made in writing;
