Common use of Failure to Act Clause in Contracts

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Noteholders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the an Agent hereunder, hereunder or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability liability, cost and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of -------------- the Agent hereunder, or under the Security Documents, the Agent Agents shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability liabilities and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the an Agent hereunder, or under the Security Documents, the each Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, hereunder or under the Security Other Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it they shall be indemnified to its their satisfaction by the Banks against any and all liability and expense that may be incurred by it them by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the an Agent hereunder, or hereunder and under the Security other Operative Documents, the such Agent shall in all cases be fully justified in failing or refusing to act hereunder or and thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks Purchasers of their indemnification obligations under Section 15(e) hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it them by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent or Collateral Agent hereunder, or under the Security Documents, the each of Administrative Agent and Collateral Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent Agents hereunder, or under the Security Documents, the each Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the The Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction receive indemnification by the Banks Purchaser and other holders of Notes as provided herein against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 10.05 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 7.7 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks ▇▇▇▇▇▇▇ against any and all liability and expense that which may be incurred by it them by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of ------------- -------------- the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be is indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.. 76

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the an Agent hereunder, hereunder or under the Security Documents, the such Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that (except to the extent resulting from gross negligence and willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be by fully justified in failing or refusing to act hereunder or thereunder unless it shall be is indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Agent hereunder, or under the Security Documents, the Agent Agents shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or Agents hereunder and under the Security other Operative Documents, the Agent -------------- Agents shall in all cases be fully justified in failing or refusing to act hereunder or and thereunder unless it they shall be indemnified to its satisfaction by the Banks receive indemnification against any and all liability and expense that may be incurred by it them by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the The Agent shall in all cases be fully -------------- justified in failing or refusing to act hereunder or thereunder under the Operative Documents unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent -------------------- hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, hereunder the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Holders against any and all liability liability, cost and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability liabilities and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required ------------- of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Banks Lenders of their indemnification obligations under Section 0 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such actionaction (except any such liability or expense resulting solely from Agent's gross negligence or willful misconduct).

Failure to Act. Except for action expressly required of the Administrative Agent, Collateral Agent or Billing Agent hereunder, or under the Security Documentseach of Administrative Agent, the Collateral Agent and Billing Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the -------------- Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action actions expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lessors against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, or under the Security Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or thereunder unless it shall be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.and