Common use of Action Upon Instructions of Required Banks Clause in Contracts

Action Upon Instructions of Required Banks. The Administrative Agent agrees, upon the written request of the Required Banks (or of all of the Banks, to the extent required by the terms of this Agreement), to take any action of the type specified in this Agreement or any of the other Transaction Documents as being within the Administrative Agent’s rights, duties, powers or discretion. Notwithstanding the foregoing, the Administrative Agent shall be fully justified in failing or refusing to take any action hereunder, unless it shall first be indemnified to its satisfaction by the Banks pro rata against any and all liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) which may be incurred by it by reason of taking or continuing to take any such action, other than any liability resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, nonappealable order. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with written instructions signed by the Required Banks (except to the extent any such action requires the consent or approval of all of the Banks pursuant to the terms of this Agreement), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Banks and on all holders of the Notes. In the absence of a request by the Required Banks, the Administrative Agent shall have authority, in its good faith discretion, to take or not to take any action, unless this Agreement or any of the other Transaction Documents specifically requires the consent of the Required Banks or of all of the Banks.

Action Upon Instructions of Required Banks. The ------------------------------------------ Administrative Agent agrees, upon the written request of the Required Banks (or of all of the Banks, to the extent required by the terms of this Agreement), to take any action of the type specified in this Agreement or any of the other Transaction Documents as being within the Administrative Agent’s 's rights, duties, powers or discretion. Notwithstanding the foregoing, the Administrative Agent shall be fully justified in failing or refusing to take any action hereunder, unless it shall first be indemnified to its satisfaction by the Banks pro rata against any and all liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ ' fees and expenses) which may be incurred by it by reason of taking or continuing to take any such action, other than any liability resulting from the Administrative Agent’s 's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, nonappealable order. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with written instructions signed by the Required Banks (except to the extent any such action requires the consent or approval of all of the Banks pursuant to the terms of this Agreement), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Banks and on all holders of the Notes. In the absence of a request by the Required Banks, the Administrative Agent shall have authority, in its good faith discretion, to take or not to take any action, unless this Agreement or any of the other Transaction Documents specifically requires the consent of the Required Banks or of all of the Banks.