Duties in the Case of Enforcement. In case one of more Events of ---------------------------------- Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Administrative Agent shall, if (i) so requested by the Majority Banks and (ii) the Banks have provided to the Administrative Agent and/or the Administrative Agent such additional indemnities and assurances against expenses and liabilities as the Administrative Agent may reasonably request, direct the Administrative Agent to proceed to enforce the provisions of the Security Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Majority Banks may request in writing that the Administrative Agent direct the Administrative Agent as to the method and the extent of any such sale or other disposition, the Banks hereby agreeing to indemnify and hold the Administrative Agent and/or the Administrative Agent, harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such requests and directions, provided that the -------- Administrative Agent need not comply with any such direction to the extent that the Administrative Agent reasonably believes the Administrative Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction.
Appears in 1 contract
Duties in the Case of Enforcement. In case one of or more --------------------------------- Events of ---------------------------------- Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Administrative Agent shall, if (ia) so requested by the Majority Banks and (iib) the Banks have provided to the Administrative Agent and/or the Administrative Agent such additional indemnities and assurances against expenses and liabilities as the Administrative Agent may reasonably request, direct the Administrative Agent to proceed to enforce the provisions of the Security Documents authorizing the sale or other disposition of all or any part of the Collateral this Agreement and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateralenforcement of the Banks' rights against the Borrower, the Guarantor and their respective Subsidiaries under this Agreement and the other Loan Documents. The Majority Banks may request direct the Agent in writing that the Administrative Agent direct the Administrative Agent as to the method and the extent of any such sale or other dispositionenforcement, the Banks (including any Bank which is not one of the Majority Banks) hereby agreeing to ratably and severally indemnify and hold the Administrative Agent and/or the Administrative Agent, harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such requests and directions, provided that the -------- Administrative Agent need not comply with any such direction to the extent that the Administrative Agent reasonably believes the Administrative Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction.
Appears in 1 contract
Duties in the Case of Enforcement. In case one of more Events of ---------------------------------- Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Administrative Agent shall, if (i) so requested by the Majority Banks and (ii) the Banks have provided to the Administrative Agent and/or the Administrative Collateral Agent such additional indemnities and assurances against expenses and liabilities as the Administrative Agent and the Collateral Agent may reasonably request, direct the Administrative Collateral Agent to proceed to enforce the provisions of the Security Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Majority Banks may request in writing that the Administrative Agent direct the Administrative Collateral Agent as to the method and the extent of any such sale or other disposition, the Banks hereby agreeing to indemnify and hold the Administrative Agent and/or the Administrative Collateral Agent, harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such requests and directions, provided that the -------- Administrative Agent need not comply with any such direction to the extent that the Administrative Agent reasonably believes the Administrative Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction.
Appears in 1 contract
Samples: Revolving Credit Agreement (Fairfield Communities Inc)
Duties in the Case of Enforcement. In case one of more Events of ---------------------------------- Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Administrative Agent shall, if (i) so requested by the Majority Banks and (ii) the Banks have provided to the Administrative Agent and/or the Administrative Collateral Agent such additional indemnities and assurances against expenses and liabilities as the Administrative Agent and the Collateral Agent may reasonably request, direct the Administrative Collateral Agent to proceed to enforce the provisions of the Security Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Majority Banks may request in writing that the Administrative Agent direct the Administrative Collateral Agent as to the method and the extent of any such sale or other disposition, the Banks hereby agreeing to indemnify and hold the Administrative Agent and/or the Administrative Collateral Agent, harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such requests and directions, provided that the -------- Administrative Agent need not comply with any such direction to -------- the extent that the Administrative Agent reasonably believes the Administrative Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction.
Appears in 1 contract
Samples: Revolving Credit Agreement (Fairfield Communities Inc)
Duties in the Case of Enforcement. In case one of more Events of ---------------------------------- Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Administrative Agent shall, if (i) so requested by the Majority Banks and (ii) the Banks have provided to the Administrative Agent and/or the Administrative Collateral Agent such additional indemnities and assurances against expenses and liabilities as the Administrative Agent and the Collateral Agent may reasonably request, direct the Administrative Collateral Agent to proceed to enforce the provisions of the Security Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Majority Banks may request in writing that the Administrative Agent direct the Administrative Collateral Agent as to the method and the extent of any such sale or other disposition, the Banks hereby agreeing to indemnify and hold the Administrative Agent and/or the Administrative Collateral Agent, harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such requests and directions, provided that the -------- Administrative Agent need -------- not comply with any such direction to the extent that the Administrative Agent reasonably believes the Administrative Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction.
Appears in 1 contract
Samples: Revolving Credit Agreement (Fairfield Communities Inc)
Duties in the Case of Enforcement. In case one of more Events of ---------------------------------- Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Administrative Agent shall, if (ia) so requested by the Majority Banks Required Lenders or, following the Standstill Termination Date, the Tranche B Lender, and (iib) the Banks Lenders have provided to the Administrative Agent and/or the Administrative Agent such additional indemnities and assurances against expenses and liabilities as the Administrative Agent may reasonably request, direct the Administrative Agent to proceed to enforce the provisions of this Agreement and the other Security Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Majority Banks Required Lenders or, following the Standstill Termination Date if the Required Lenders have not already done so, the Tranche B Lender, may request in writing that the Administrative Agent direct the Administrative Agent in writing as to the method and the extent of any such sale or other disposition, the Banks Lenders hereby agreeing to indemnify and hold the Administrative Agent and/or the Administrative Agent, harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such requests and directions, provided that the -------- Administrative Agent need not comply with any such direction to the extent that the Administrative Agent reasonably believes the Administrative Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction.
Appears in 1 contract
Samples: Revolving Credit, Tranche B Loan and Security Agreement (Mayors Jewelers Inc/De)