Common use of Failure to Act Clause in Contracts

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

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

Failure to Act. Except for action expressly required of the Agent 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 Noteholders Lenders against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense which may be incurred by 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 Noteholders Lenders against any and all liability and expense 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, the Agent Agents shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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, 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 Noteholders Lenders against any and all liability and expense which that 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Banks against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Noteholders Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Noteholders Lenders of their indemnification obligations under Section 10.05 hereof against any and all liability and expense 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 hereunderAgents hereunder and under the other Operative Documents, the Agent -------------- Agents shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it they shall be indemnified to its satisfaction by the Noteholders receive indemnification against any and all liability and expense which that may be incurred by them by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Noteholders Lenders of their indemnification obligations under Section 0 hereof against any and all liability and expense 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, the Agent Agents shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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 Administrative Agent, Collateral Agent or Billing Agent hereunder, the each of Administrative Agent, Collateral Agent and Billing Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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, the each Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be is indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Banks against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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, the The Agent shall in all cases be fully -------------- justified in failing or refusing to act hereunder or under the Operative Documents unless it shall be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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, the Agent shall in all cases be by fully justified in failing or refusing to act hereunder unless it shall be is indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Banks against any and all liability liabilities and expense 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, hereunder the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Banks against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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 an Agent hereunder or under the Agent hereunderSecurity 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 Noteholders Lenders against any and all liability and expense (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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders ▇▇▇▇▇▇▇ against any and all liability and expense which may be incurred by them by reason of taking or continuing to take any such action.

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

Failure to Act. Except for action expressly required of the Agent 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 Noteholders Holders against any and all liability liability, cost and expense which 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 Noteholders Banks against any and all liability and expense 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, the The Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction receive indemnification by the Noteholders Purchaser and other holders of Notes as provided herein against any and all liability and expense which 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Noteholders Banks of their indemnification obligations under Section 12.5 hereof against any and all liability and expense 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, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified receive further assurances to its satisfaction by from the Noteholders Lenders of their indemnification obligations under Section 7.7 hereof against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.