Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf) the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable.
Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has been instructed in writing by the Borrower (or the Servicer on the Borrower’s behalf), the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to such written instructions of the Borrower, the Servicer, the Required Lenders or the Administrative Agent, as applicable.
Instructions to Collateral Agent. The Administrative Agent (acting on the instructions of the Required Lenders) irrevocably and unconditionally instructs the Collateral Agent to enter into this Agreement.
Instructions to Collateral Agent. The undersigned Secured Parties hereby certify that they constitute all of the Secured Parties as of the date hereof and, the undersigned Secured Parties, by executing their counterpart signature pages of this Agreement, hereby instruct the Collateral Agent to execute and deliver this Agreement. In order to induce the Collateral Agent to so execute and deliver this Agreement, the undersigned Secured Parties hereby certify that (i) they have reviewed and approved of this Agreement, and (ii) this instruction and such action by the Collateral Agent pursuant to this instruction are not contrary to any obligation of the Collateral Agent under, and are consistent with, permitted by and in compliance with the Purchase Agreement and the Security Documents. In order to induce the Agent to take the foregoing requested action, the undersigned Secured Parties (on a several, but not joint basis) hereby agree to indemnify each Indemnitee for, and agree to hold each Indemnitee harmless against, those liabilities, losses or expenses (including, without limitation, reasonable legal and other professional fees and expenses) incurred by an Indemnitee in connection with or arising out of the taking by Worldwide Stock Transfer LLC, as Collateral Agent, except to the extent resulting from or arising out of the gross negligence or willful misconduct of any Indemnitee as finally determined by a court of competent jurisdiction, of the foregoing requested action.
Instructions to Collateral Agent. Except as set forth herein, the Collateral Agent hereby agrees to act with respect to the Collateral and otherwise under this Agreement only upon the written instructions of, or with the consent of, the Required Holders; provided that without the written instructions of, or consent from, all of the Secured Parties, the Collateral Agent may not release Collateral other than in accordance with this Agreement or the written instructions of the Required Holders.
Instructions to Collateral Agent. Each of the Senior Creditor and EBW agree that, at any time at the request of the other (the “Requesting Party”), it will cooperate fully and promptly in issuing joint written instructions to the Collateral Agent in order to effectuate any instruction directing the Collateral Agent to act, if, pursuant to the terms of this Agreement, such action is permitted to be taken pursuant to this Agreement. In the event that either the Senior Creditor or EBW does not at any time promptly comply with its obligations under the immediately preceding sentence, the Requesting Party may issue such instructions to the Collateral Agent on a unilateral basis, provided that the Requesting Party also provides (i) the Collateral Agent with an opinion of counsel reasonably satisfactory to the Collateral Agent to the effect that the taking of such action is allowed pursuant to this Agreement and (ii) the other party with five (5) Business Days prior written notice of such instructions and legal opinion.
Instructions to Collateral Agent. The Banks shall procure that the Collateral Agent under the Borrower's Debenture shall issue notices pursuant to clauses 1.1.3, 1.1.4 and 1.1.12 of the Borrower's Debenture as shall be appropriate, having regard to the provisions of this Agreement and the Security Documents, upon the written request of the Borrower or the written request of the Banks. It is understood that the Encumbrances referred to in clause 26.5 above and the pledge of cash deposits referred to in clause 27 above are intended to be "Excluded Security Interests" and the liabilities secured thereby are intended to be "Excluded Liabilities" for the purposes of the Borrower's Debenture. On the written request of any Bank from time to time, the Borrower shall furnish the requesting Bank with documentation and information necessary to ascertain that the pledge of cash deposits referred to in clause 27 above is in accordance with the provisions and limitations specified in that clause. It is understood further that the Encumbrances created prior hereto to secure the Borrower's liabilities under the Facility Agreement are also "Excluded Security Interests" for the purposes of the Borrower's Debenture.
Instructions to Collateral Agent. The Trustee shall promptly instruct the Collateral Agent to take any action indicated in a written direction to the Trustee by Holders representing a majority in outstanding principal amount of the Notes.
Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has been instructed in writing by the Borrower (or the Servicer on the Borrower's behalf), the Majority Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to such written instructions of the Borrower, the Servicer, the Majority Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request instructions from the Borrower or the Servicer and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Borrower, the Servicer or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. (f)
Instructions to Collateral Agent. (a) At any time it is necessary to determine the Exposures of the Secured Parties hereunder in order to effect any approval or instructions by the Requisite Secured Parties or pursuant to an Act of Instructing Secured Parties, as applicable, the Collateral Agent shall request each Secured Debt Representative to provide to the Collateral Agent a written calculation of the total Exposure of the Series of Secured Debt represented by such Secured Debt Representative, and each such calculation to be certified true and correct by the Secured Debt Representative providing same. Such calculation of Exposures shall be in such detail as may be reasonably requested by the Collateral Agent. Each Secured Debt Representative shall provide such calculation of Exposures within two (2) Business Days following the request of the Collateral Agent. Any such calculation provided by a particular Secured Debt Representative shall, absent manifest error, constitute prima facie evidence of the total Exposures of the Series of Secured Debt represented by such Secured Debt Representative at such time and the Collateral Agent shall be entitled to conclusively rely on such calculation. Within two (2) Business Days following the receipt of all such calculations of Exposures from the Secured Debt Representatives, the Collateral Agent shall notify the Secured Debt Representatives of the total Exposures of each Series of Secured Debt.
