Instructions to the Collateral Agent. To the extent permitted by Applicable Law, the Administrative Agent shall promptly transmit to the Servicer and the Borrower by telecopy or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent, pursuant to Section 2.04. If either the Administrative Agent or Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Servicer under Section 2.04 or otherwise pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower, the Servicer and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received by the Administrative Agent, the Collateral Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent.
Instructions to the Collateral Agent. As to any matter not expressly provided for by this Agreement, the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Administrative Agent acting on behalf of the holders of the Obligations; provided, however, that the Collateral Agent shall not be required to take any action which may expose the Collateral Agent to any liability that such Collateral Agent determines to be unreasonable in light of the circumstances or which is contrary to this Agreement or any Governmental Requirement.
Instructions to the Collateral Agent. All instructions and directions given to the Collateral Agent by the Collateral Manager, the Borrower or the Administrative Agent pursuant to Sections 2.7, 2.8 and 2.9 shall be in writing (including instructions and directions transmitted to the Collateral Agent by facsimile or e-mail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Sections 2.7, 2.8 and 2.9. The Collateral Manager and the Borrower shall immediately transmit to the Administrative Agent by facsimile or e-mail a copy of all instructions and directions given to the Collateral Agent by such party pursuant to Sections 2.7, 2.8 and 2.9. The Administrative Agent shall promptly transmit to the Collateral Manager and the Borrower by facsimile or e-mail a copy of all instructions and directions given to the Collateral Agent by the Administrative Agent, pursuant to Sections 2.7, 2.8 and 2.9. If either the Administrative Agent or Collateral Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower or the Collateral Manager under Sections 2.7, 2.8 and 2.9 or otherwise pursuant to this Agreement, or upon their respective instructions, the Administrative Agent shall so notify the Borrower, the Collateral Manager and the Collateral Agent in writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within five (5) Business Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent manifest error. In the event the Collateral Agent receives instructions from the Collateral Manager or the Borrower which conflict with any instructions received from the Administrative Agent, the Collateral Agent shall rely on and follow the instructions given by the Administrative Agent.
Instructions to the Collateral Agent. (a) Collateral Agent hereby agrees to comply with all instructions originated by the Bank Agent or ACFS Agent with respect or relating to the Depositories, the Subject Security Agreements, the Subject Collateral or the Letter Agreements or directing disposition of the Subject Collateral or any or all monies, funds, checks, negotiable instruments or any other items or properties in the Subject Deposit Accounts, in each case without joinder or further consent by the Debtor or any other Person and as promptly after receipt thereof as is reasonably possible so long as each such instruction is accompanied by (i) if such instruction is originated by the Bank Agent, a written certification from Bank Agent stating that Bank Agent is authorized to originate such instruction under, and in accordance with, the Intercreditor Agreement, (ii) if such instruction is originated by the ACFS Agent, a written certification from Bank Agent stating that ACFS Agent is authorized to originate such instruction under, and in accordance with, the Intercreditor Agreement, or (iii) if such instruction is originated by Travelers a written certification from Bank Agent and a written certification from ACFS Agent stating that Travelers is authorized to originate such instruction under, and in accordance with, the Intercreditor Agreement. Collateral Agent may fully rely upon and shall be protected as set forth in Section 5.4 hereof in relying on any such instruction.
Instructions to the 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 Servicer on the Borrower’s behalf) or the Administrative Agent, as applicable, as it reasonably deems necessary. The Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to any Proper Instruction of the Borrower, the Servicer or the Administrative Agent, as applicable.
Instructions to the Collateral Agent. 4.1. The Collateral Agent shall have the right to perform the ordinary and routine acts related to the management of the Shared Collaterals regardless of prior express authorization or instruction of the Indenture Trustees.
Instructions to the Collateral Agent. To the extent the Collateral Agent receives conflicting instructions from the Lenders, the Collateral Agent shall be entitled to rely on the instructions of the Required Senior Lenders, and it shall take Required Senior Lenders to rescind a Notice to Enforce.
