Common use of Instructions of Required Secured Parties Clause in Contracts

Instructions of Required Secured Parties. (a) The Required Secured Parties shall have the right, by one or more instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting any proceeding for any right or remedy available to the Trustee, or of exercising any trust or power conferred on the Trustee, or for the appointment of a receiver, or for the taking of any action authorized by this Article; provided that (i) such direction shall not conflict with the provisions of law or of this Agreement and (ii) the Trustee shall be indemnified as provided in Section 7.04(d). Nothing in this Section shall impair the right of the Trustee in its discretion to take any action which it deems proper and which is not inconsistent with such direction by the Required Secured Parties. In the absence of such direction, the Trustee shall have no duty to take or refrain from taking any action unless explicitly required herein. (b) If, within 45 days after the Trustee receives a Notice of Acceleration which has not been cancelled, the Trustee shall not have received written directions from the Required Secured Parties pursuant to subsection (a) above for the exercise of rights or remedies by the Trustee, the Trustee shall, until it receives written directions from the Required Secured Parties, follow written directions from Secured Parties holding more than 50% of the Secured Obligations then outstanding under the Secured Instruments in respect of which Notices of Acceleration have been given; provided that (i) such direction shall not conflict with the provisions of applicable law or of this Agreement, (ii) the Trustee shall be indemnified as provided in Section 7.04(d) and (iii) if any Secured Instrument is a Debt Indenture the relevant Indenture Trustee shall be deemed to be the holder of all Secured Obligations outstanding thereunder.