Common use of Reliance by Collateral Agent Clause in Contracts

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Collateral Agent Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Agent taking, suffering or omitting of any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer Responsible Officer of the Borrower such Grantor delivered to the Collateral Agent, and such certificate shall be full warrant warranty to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, except for those arising out of or in connection with its without gross negligence or willful misconduct, subject, however, to the provisions of Section 5.47.4(b). (b) The Collateral Agent may consult with counsel, accountants and other experts selected by it, and any Opinion opinion of Counsel independent counsel, any such accountant, and any such other expert shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents Secured Debt Collateral from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexesfacsimile, to have been sent by the proper party or parties, including the information provided pursuant to Section 6.2. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementCollateral Agent Agreement or any other Security Document. (d) The If the Collateral Agent has been requested or is otherwise required to take action pursuant to this Collateral Agent Agreement, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Collateral Agent Agreement and the or any other Security Documents Document unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in complying with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. Under no circumstances shall the Collateral Agent or any Representative have any liability for investments made from moneys in the Collateral Account pursuant to Section 5.4, and all such investments shall be at the sole risk of the Grantors. (e) Any Opinion The Collateral Agent shall not be required to inquire or investigate a Notice of Counsel Default or whether any instruction purported to be given by the Applicable Representative or Majority Creditors, as applicable, was in fact so given, or whether any such instruction is consistent with the Security Agreement or this Collateral Agent Agreement, and the Collateral Agent may assume the foregoing and shall be basedprotected in conclusively relying thereon. (f) The Collateral Agent shall have no duty as to any Collateral in its possession or control, insofar other than those duties specifically set forth herein, or the possession or control of any agent or bailee or any income thereon or as it relates to factual matters, upon a certificate the preservation or rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall endeavor to file such financing and continuation statements and record such documents or instruments in such places and at such times as shall be directed in writing by the Representatives. The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of a responsible officer any of the Borrower or representations made Collateral by a responsible officer reason of the Borrower act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in a writing filed with good faith. (g) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of any Liens on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, or for the validity of any title to the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Agent shall have no duty to ascertain or inquire into the performance or observance by any other party of the terms of this Collateral Agent Agreement, the Security Agreement or any other agreement or document.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in actingrelying, upon any writing, communication, signature, resolution, statementrepresentation, notice, consent, certificate, instrumentaffidavit, opinionletter, reporttelegram, noticefacsimile, requesttelex or telephone message, consent, order, bond statement or other paper document or document which conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party person or parties orpersons, in and upon advice and statements of legal counsel (including counsel to the case of cablesCompany), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be fully justified in failing or refusing to take any action under any obligation to exercise or in connection with any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless it shall first receive such advice or concurrence of the Collateral Agent holder or holders of at least 67% of the aggregate principal amount of the Notes then outstanding (the "Required Note Holders") as it deems appropriate and, if it so requests, it shall have been provided adequate security first be indemnified to its satisfaction by the holders of the Notes against any and indemnity against the costs, expenses all liability and liabilities expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under or in connection with any of the Collateral AgentDocuments in accordance with a request or consent of the Required Note Holders, including and such reasonable advances as may request and any action taken or failure to act pursuant thereto shall be requested by binding upon all the holders of the Notes. Where this Section 14 expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Collateral Agent. (e) Any Opinion of Counsel may Agent shall, and in all other instances, the Collateral Agent may, but shall not be basedrequired to, insofar as it relates to factual matters, upon initiate any solicitation for the consent or a certificate of a responsible officer vote of the Borrower or representations made by a responsible officer holders of the Borrower in a writing filed with the Collateral AgentNotes.

Reliance by Collateral Agent. (a) Whenever in the administration of the trusts of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a responsible officer Responsible Officer of the Borrower any Trustor delivered to the Collateral Agent, and such certificate shall be full warrant warranty to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.46.5. (b) The Collateral Agent may consult with counsel, and any Opinion opinion of Counsel such counsel who is not an employee of the Collateral Agent shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents Trust Estate from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementAgreement or any Collateral Document. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and at the Security Documents request or direction of the Majority Holders pursuant to this Agreement or any Collateral Document, unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which that may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer Responsible Officer of the Borrower Grantor delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.410.4(d). (b) The Collateral Agent may consult with counsel, and any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewithhereunder. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion opinion of Counsel counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower Grantor or representations made by a responsible officer of the Borrower Grantor in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents Collateral of or security provided by this Agreement, the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established with respect to any Assignor in connection with the Collateral Agent taking, suffering or omitting of any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a responsible officer Responsible Officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4Assignor. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe believes in good faith to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexestelecopies, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement, any Mortgage or any other Security Document, or as set forth on such Person’s books and records. (dc) The If the Collateral Agent has been requested to take any action pursuant to this Agreement, any Mortgage or any other Security Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents or any Mortgage unless the Collateral Agent shall have been provided provided, by the party making such request, adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may relyrely upon, and shall be fully protected in actingnot incur any liability for relying upon, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, certificate, consent, orderstatement, bond instrument, document or other paper or document which writing believed by it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party Person. The Collateral Agent also may rely upon any statement made to it orally or partiesby telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. In determining compliance with any condition hereunder to the absence making of a Loan that by its own gross negligence or willful misconductterms must be fulfilled to the satisfaction of a Lender, the Collateral Agent may conclusively rely, as presume that such condition is satisfactory to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents such Lender unless the Collateral Agent shall have been provided adequate security received written notice to the contrary from such Lender prior to the making of such Loan. The Collateral Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Collateral Agent is permitted or desires to take or to grant, and indemnity if such instructions are promptly requested, the Collateral Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Required Lenders or all or such other portion of Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the costs, expenses and liabilities which may be incurred by Collateral Agent as a result of the Collateral AgentAgent acting or refraining from acting under this Credit Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders (or all or such other portion of Lenders as shall be prescribed by this Agreement) and, including notwithstanding the instructions of the Required Lenders (or such reasonable advances as may be requested by other applicable portion of Lenders), the Collateral Agent. (e) Any Opinion of Counsel may be basedAgent shall have no obligation to take any action if it believes, insofar as in good faith, that such action would violate applicable law or exposes the Collateral Agent to any liability for which it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower has not received satisfactory indemnification in a writing filed accordance with the Collateral Agentprovisions of this Agreement.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may relyrely upon, and shall be fully protected in actingnot incur any liability for relying upon, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, certificate, consent, orderstatement, bond instrument, document or other paper writing (including any electronic message, Internet or document which intranet website posting or other distribution) believed by it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party Person. The Collateral Agent also may rely upon any statement made to it orally or partiesby telephone and believed by it to be made by or on behalf of the proper Person or Persons, and shall not incur any liability for relying thereon. In The Collateral Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the absence advice of its own gross negligence any such counsel, accountants or willful misconductexperts. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other communication (including any thereof by telephone, telecopy, telex, telegram, cable or electronic mail) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. As to any matters not expressly provided for by this Agreement, the Collateral Agent may conclusively relyshall in all cases be fully protected in acting, or in refraining from acting, hereunder or thereunder in accordance with instructions given by (i) the Required Secured Parties or (ii) where expressly permitted in Section 10.03, the Required Revolving Lenders and the Required Designated Indebtedness Holders, as to the truth applicable, and such instructions of the statements (i) Required Secured Parties or (ii) where expressly permitted in Section 10.03, the Required Revolving Lenders and the correctness Required Designated Indebtedness Holders, as applicable, and any action taken or failure to act pursuant thereto shall be binding on all of the opinions expressed therein, upon any certificates Secured Parties. If in one or opinions furnished to more instances the Collateral Agent and conforming takes any action or assumes any responsibility not specifically delegated to the requirements of it pursuant to this Agreement. (d) The Collateral Agent , neither the taking of such action nor the assumption of such responsibility shall not be under any obligation deemed to exercise any be an express or implied undertaking on the part of the rights or powers vested in the Collateral Agent by this Agreement and that it will take the Security Documents unless same or similar action or assume the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agentsame or similar responsibility in any other instance. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the other Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established by any Loan Party, other Secured Party or other Person in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower Parent, the Borrower, any other Loan Party, such other Secured Party or such other Person delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.46.04. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexesfaxes, telexes or electronic communications, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (dc) The Collateral Agent may consult with counsel (who may be counsel for a Loan Party), and any opinion of counsel shall not be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any obligation to exercise any of the rights or powers vested other Security Document in the accordance therewith. The Collateral Agent by shall have the right at any time to seek instructions concerning the administration of this Agreement and the other Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agentfrom any court of competent jurisdiction. (ed) Any Opinion opinion of Counsel counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower any Loan Party or representations made by a responsible officer of the Borrower any Loan Party in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (ai) Whenever in the administration exercise of its rights or powers and the performance of its duties under this Agreement or the Security Documents the Collateral Agent shall deem it reasonably necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a responsible officer Responsible Officer of the Borrower any Grantor delivered to the Collateral Agent, and such certificate shall be full warrant warranty to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.46(e). (bii) The Collateral Agent may consult with counselcounsel or professional of its selection, and the advice of such counsel or professional, or any Opinion opinion of Counsel counsel who is not an employee of the Collateral Agent, shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents Trust Estate from any court of competent jurisdiction. (ciii) The Collateral Agent may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementAgreement or any Security Document. Without limitation to the foregoing, the Collateral Agent may conclusively rely as provided in this Section 6(d) on any Officer’s Certificate provided by the Company pursuant this Agreement (including but not limited to Section 2(b) hereof), and may deem such information correct until such time as it receives any written modification of any such certificate from the Company in respect thereof. (div) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and at the request or direction of the Applicable Authorized Representative pursuant to this Agreement, the Intercreditor Agreement or any Security Documents Document, unless the Collateral Agent shall have been provided adequate security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the The Collateral Agent shall deem it necessary be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or desirable that a factual matter be proved teletype message, statement, order or established in connection with the Collateral Agent taking, suffering other document or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed conversation believed by him to be conclusively proved genuine and correct and to have been signed, sent or established made by a certificate the proper person or persons and upon advice and statements of a responsible officer of legal counsel (including counsel to the Borrower delivered to Company), independent accountants and other experts selected by the Collateral Agent, and such certificate . The Collateral Agent shall be full warrant fully justified in failing or refusing to take any action under this Agreement unless he shall first receive such legal advice or the concurrence by the consent of the Required Noteholders as he deems appropriate or he shall first be indemnified or receive security to his satisfaction by the Noteholders against any and all liability and expense that may be incurred by him by reason of taking or continuing to take any such action. The rights, privileges, protections and benefits given to the Collateral Agent for any action takenincluding his rights to be indemnified, suffered or omitted are extended to, and shall be enforceable by the Collateral Agent and to each agent, custodian and other persons employed by the Collateral Agent in reliance thereon, subject, however, accordance herewith to the provisions of Section 5.4act hereunder. (b) The If the Company seeks the consent or approval of the Required Noteholders to the taking or refraining from taking any action hereunder, the Company shall send notice thereof to each Noteholder. Any such consents shall be solicited and tabulated by the Company, or a solicitation and/or tabulation agent engaged by the Company, and the Company shall provide the Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect copies of any action taken or suffered by it hereunder or under any Security Document in accordance therewithsuch written consent(s). The Collateral Agent shall have will be entitled to, and is hereby instructed to, rely upon the tabulation so provided, subject to the Collateral Agent’s right at any time to seek instructions concerning receive all such consents and to satisfy himself as to the administration of this Agreement authenticity thereof and the Security Documents from Collateral Agent’s right (but not his obligation) to receive information regarding any court of competent jurisdictionother matters that the Collateral Agent, in his sole discretion deems necessary or advisable with respect to the relevant action. (c) The Collateral Agent shall notify each Noteholder and the Company promptly any time that the Required Noteholders have instructed the Collateral Agent to act or refrain from acting pursuant hereto. The Company or the Collateral Agent may relyat any time request instructions from the Noteholders in respect of any actions or approvals which by the terms of this Agreement, the Notes or any Security Documents the Collateral Agent is permitted or required to take or to grant, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconductif such instructions are promptly requested, the Collateral Agent may conclusively relyshall be absolutely entitled to refrain from taking any such action or to withhold any such approval until he shall have received such instructions from the Required Noteholders. Without limiting the foregoing, as to the truth no Noteholder shall have any right of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to action whatsoever against the Collateral Agent and conforming to the requirements as a result of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by acting or refraining from acting under this Agreement and Agreement, the Notes or any Security Documents in accordance with the instructions of the Required Noteholders unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred consent of a greater number of Noteholders is required by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer terms of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral AgentTransaction Notes.

Reliance by Collateral Agent. (a) Whenever in Except for the administration gross negligence, wilful misconduct or fraud of this Agreement or the Security Documents Collateral Agent, the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed entitled to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, act and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may relyrely on, and shall be fully protected in actingacting and relying, upon (i) any writing, resolution, notice, consent, certificate, affidavit, letter, email, telecopy, telex or facsimile message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document which conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons; or (ii) any advice and/or statements of legal counsel (including, in without limitation, Counsel to the case of cablesCorporation), telecopies and telexesindependent accountants, to have been sent appraisers or other experts selected by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements Agent; and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under liable to any obligation other Person for any action taken or omitted under, in connection with, or pursuant to exercise any of the rights this Indenture or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the in accordance with any such writing, resolution, notice, consent, certificate, letter, email, telecopy or facsimile message, statement, order or other document or conversation or any advice or statement of legal counsel, independent accountants or other experts. The Collateral Agent shall have been provided adequate security be fully justified in failing or refusing to take action under this Indenture or the Security Documents, and indemnity shall suffer no liability for so doing, unless it shall first receive such advice or concurrence of the Trustee, subject to Section 9.8 and Section 9.15, as is contemplated herein and it shall first be furnished with sufficient funds for such purpose and is indemnified to its reasonable satisfaction by the Trustee against the costs, expenses any and liabilities all liability and expense which may be incurred by the it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent, including such reasonable advances in all cases, shall be fully protected in acting, or in refraining from acting, under this Indenture and the Security Documents in accordance with the provisions herein. The Collateral Agent shall be at liberty to accept as sufficient evidence a certificate signed or purported to be signed on behalf of the Trustee to the effect that any particular dealing, transaction, step or thing is, in the opinion of the Trustee, suitable or expedient or as to any other fact or matter upon which the Collateral Agent may require to be satisfied and the Collateral Agent shall be in no way bound to call for further evidence or to be responsible for any loss that may be requested occasioned by the Collateral Agentacting on any such certificate. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established by any Obligor, any Secured Party or any other Person in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower Responsible Officer, such Secured Party or such other Person delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe in good faith believes to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents Documents, at the request or direction of the Control Party by delivery of Requisite Instructions, pursuant to this Agreement or otherwise, unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral AgentAgent in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Upon any application or demand by any Obligor (except any such application or demand which is expressly permitted to be made orally) to the Collateral Agent to take or permit any action under any of the provisions of this Agreement or any Security Document, the Borrower shall furnish to the Collateral Agent a certificate of an Responsible Officer and, if requested by the Collateral Agent, an Opinion of Counsel stating that all conditions precedent, if any, provided for in this Agreement, in any relevant Security Document or in the Credit Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement or a Security Document relating to such particular application or demand, such additional document shall also be furnished. (f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower an Responsible Officer or representations made by a responsible officer of the Borrower an Responsible Officer in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunderhereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer Responsible Officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereonthereon in compliance with the Agreement, the Secured Documents, and the Security Documents, subject, however, to the provisions of Section 5.411 hereof. (b) The Collateral Agent may consult with counsel, accountants, or other experts, and any Opinion opinion of Counsel counsel or opinion of accountants or other experts shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any the Security Document Documents in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own bad faith, gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementAgreement or the Security Documents. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement (including, without limitation, Section 8(d)) hereof and the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in connection therewith, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion Upon any application or demand by the Borrower to the Collateral Agent to take or permit any action under any of Counsel the provisions of this Agreement or the Security Documents, the Collateral Agent may be based, insofar as it relates require that the Borrower furnish to factual matters, upon the Collateral Agent a certificate of a responsible officer Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement, in the Security Documents or in any Secured Document relating to the proposed application or demand have been satisfied. (f) In any case in which the Collateral Agent shall be required or permitted to determine whether any proceeds of the sale or other disposition of any property shall be allocated to the Collateral Account, or otherwise to make any determination as to the extent to which the lien of Section 17 hereof or the Security Documents secures any Secured Obligations, the Collateral Agent is authorized, at the cost and expense of the Borrower and without any direction from, or representations made requirements for consent of or authorization by any Secured Party to institute proceedings in a responsible officer court of competent jurisdiction for the obtaining of any authoritative determination of such matter. If the Collateral Agent institutes any such proceeding, it shall give prompt written notice thereof to the Administrative Agent, each of the Noteholders and the A-Advanced Lender, and the Borrower shall afford each of them the opportunity to participate in a writing filed with the Collateral Agentsuch proceeding.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled ---------------------------- to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in actingrelying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document which conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesBorrowers), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its own gross negligence or willful misconduct, the The Collateral Agent may conclusively relydeem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates negotiation or opinions furnished to the transfer thereof shall have been filed with such Collateral Agent and conforming to the requirements of this Agreement. (d) Agent. The Collateral Agent shall not be fully justified in failing or refusing to take any action under any obligation to exercise any this Agreement unless it shall first receive such advice or concurrence of the rights or powers vested in Required Lenders (or, at any time after the Collateral Agent by this Agreement Senior Payout Date but prior to the Senior Subordinated Payout Date, the 1996 Trustee or, at any time after the Senior Payout Date and the Security Documents unless Senior Subordinated Payout Date, the Collateral Agent 1997 Trustee), as it deems appropriate or it shall have been provided adequate security first be indemnified to its satisfaction by the Senior Secured Parties and/or the Subordinated Secured Parties against any and indemnity against the costs, expenses all liability and liabilities expense which may be incurred by the it by reason of taking or continuing to take such action. The Collateral AgentAgent shall in all cases be fully protected in acting, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be basedor in refraining from acting, insofar as it relates to factual matters, upon under this Agreement in accordance with a certificate of a responsible officer request of the Borrower Required Lenders (or, at any time after the Senior Payout Date but prior to the Senior Subordinated Payout Date, the 1996 Trustee or, at any time after the Senior Payout Date and the Senior Subordinated Payout Date, the 1997 Trustee), and such request and any action taken or representations made by a responsible officer failure to act pursuant thereto shall be binding upon all the Secured Parties and all future holders of the Borrower in a writing filed with the Collateral AgentLoans.

Reliance by Collateral Agent. (ai) Whenever in the administration of the trusts of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a responsible officer Responsible Officer of the Borrower any Grantor delivered to the Collateral Agent, and such certificate shall be full warrant warranty to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.46(e). (bii) The Collateral Agent may consult with counselcounsel of its selection, and any Opinion opinion of Counsel such counsel who is not an employee of the Collateral Agent shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents Trust Estate from any court of competent jurisdiction. (ciii) The Collateral Agent may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of electronic mail, fax, cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementAgreement or any Security Document. Without limitation to the foregoing, the Collateral Agent may conclusively rely as provided in this Section 6(d) on any Officer’s Certificate provided by the Company pursuant to Section 2(b) hereof, and may deem such information correct until such time as it receives any written modification of any such certificate from the Company in respect thereof. (div) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and at the request or direction of the Applicable Authorized Representative pursuant to this Agreement or any Security Documents Document, unless the Collateral Agent shall have been provided adequate security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, facsimile or email, statement or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the administration proper Person or Persons, and shall be entitled to consult and seek advice and statements of legal counsel (including counsel to the Company), independent accountants and other experts selected by the Collateral Agent. Delivery of reports, documents and other information to the Collateral Agent is for informational purposes only and the Collateral Agent’s receipt of the foregoing shall not constitute constructive knowledge of any event or circumstance or any information contained therein or determinable from information contained therein. Information contained in notices, reports or other documents delivered to the Collateral Agent and other publicly available information shall not constitute actual or constructive knowledge. Knowledge of or notices or other documents delivered to the Collateral Agent in any capacity shall not constitute knowledge of or delivery to the Collateral Agent in any other capacity under the Transaction Documents or to any affiliate or other division of the Collateral Agent. (b) Notwithstanding any provision of this Agreement or the Security other Transaction Documents to the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent takingcontrary, suffering before taking or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved taken or established omitted by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to under the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration terms of this Agreement and the Security other Transaction Documents, the Collateral Agent may seek the written direction of the Required Holders (or such other number or percentage of Note Holders as is required under this Agreement), which written direction may be in the form of an email, and the Collateral Agent is entitled to rely (and is fully protected in so relying) upon such direction. If the Collateral Agent requests such direction with respect to any action, the Collateral Agent shall be entitled to refrain from such action unless and until the Collateral Agent has received such direction, and the Collateral Agent does not incur liability to any Person by reason of so refraining. In the absence of an express statement in the Transaction Documents from regarding which Note Holders shall direct in any court circumstance, the direction of competent jurisdictionthe Required Holders shall apply and be sufficient for all purposes. If the Collateral Agent so requests, it must first be indemnified to its satisfaction by the Note Holders against any and all reasonable and documented fees, losses, liabilities and expenses which may be incurred by the Collateral Agent by reason of taking or continuing to take, or omitting, any action directed by the Required Holders (or such other number or percentage of Note Holders as is required under this Agreement) prior to having any obligation to take or omit to take any such action. Any provision of this Agreement or the other Transaction Documents authorizing the Collateral Agent to take any action does not obligate the Collateral Agent to take such action. (c) The Collateral Agent may rely, and shall be fully protected in acting, entitled to rely upon advice of counsel concerning legal matters and such advice shall be full protection and authorization for any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented action taken by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreementin good faith thereon. (d) The If at any time the Collateral Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process (including orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of any Collateral), the Collateral Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate in good faith, and if the Collateral Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Collateral Agent shall not be under any obligation liable to exercise any of the rights parties hereto or powers vested in to any other Person even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (e) If the Collateral Agent by this Agreement and shall reasonably require any information to perform its duties under the Security Documents unless Transaction Documents, the Company shall, to the extent it has such information, provide such information promptly upon request. (f) Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Transaction Documents, the Collateral Agent shall have been provided adequate security all of the rights, immunities, indemnities and indemnity against the costs, expenses and liabilities which other protections granted to it under this Agreement (in addition to those that may be incurred by granted to it under the terms of such other agreement or agreements). (g) [Reserved.] (h) [Reserved.] (i) The Note Holders and any transferees or assignees after the Closing Date will be required to provide to the Collateral AgentAgent or its Collateral Agents all information, including such reasonable advances as may be documentation or certifications reasonably requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates Agent to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with permit the Collateral AgentAgent to comply with its tax reporting obligations under applicable laws, including any applicable cost basis reporting obligations.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in actingrelying, upon any Note, Lessor’s Interest, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document which other written communication believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesLessor or the Lessee), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its own gross negligence or willful misconduct, the The Collateral Agent may conclusively relydeem and treat the payee of any Note or Lessor’s Interest as the owner thereof for all purposes unless a written notice of assignment, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates negotiation or opinions furnished to transfer thereof shall have been filed with the Collateral Agent and conforming to Agent, in accordance with the requirements of this Loan Agreement. (d) . The Collateral Agent shall not be fully justified in failing or refusing to take any action under this Participation Agreement or any obligation to exercise any other Operative Document unless it shall first receive the advice or concurrence of the rights or powers vested in Required Participants and it shall first be indemnified to its satisfaction by the Collateral Agent by this Agreement applicable Participants against any and the Security Documents unless the Collateral Agent shall have been provided adequate security all liability and indemnity against the costs, expenses and liabilities expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Participation Agreement and the other Operative Documents in accordance with a request of the Required Participants, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Participants and all future holders of the applicable Notes or Lessor’s Interest. Wherever in the Operative Documents the consent or approval of the Collateral AgentAgent is required, including in giving any such reasonable advances as may be requested by consent or approval the Collateral AgentAgent may rely upon, or make its approval subject to, and if the Required Participants provide direction then Collateral Agent shall consent or approve or withhold its consent or approval consistent with, the directions of or consent or approval from the Required Participants. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer Responsible Officer of the Borrower Grantor delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.410.4(d). (b) The Collateral Agent may consult with counsel, and any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewithhereunder. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion opinion of Counsel counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer Responsible Officer of the Borrower Grantor or representations made by a responsible officer Responsible Officer of the Borrower Grantor in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected and shall incur no liability in actingacting and relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document which conversation reasonably believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesCompany), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In Without limiting the absence generality of its own gross negligence or willful misconductthe foregoing, the Collateral Agent may conclusively relytreat the payee of any Credit Agreement Note, any Senior Secured Note or any Additional Facility Note as the registered holder thereof until it receives notice or otherwise has actual knowledge that such payee is no longer the registered holder of such Credit Agreement Note, such Senior Secured Note or such Additional Facility Note. Notwithstanding anything to the truth of the statements and the correctness of the opinions expressed thereincontrary contained herein or in any Security Document, upon any certificates or opinions furnished to the Collateral Agent and conforming shall be fully justified in failing or refusing to the requirements of take action that is contrary to this Agreement. , the Security Documents or applicable law or to take any other action under this Agreement or the Security Documents (dincluding, without limitation, the exercise of any rights or remedies under, or the entering into of any agreement amending, modifying, supplementing, waiving any provision of, or the giving of consent pursuant to, any of the Security Documents) unless it shall first receive instructions of the Required Secured Parties as is contemplated by Section 5 hereof and it shall first be indemnified to its reasonable satisfaction by the Secured Parties against any and all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent shall not in all cases be fully protected in acting, or in refraining from acting, under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless in accordance with the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion provisions of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer Section 5.5 hereof AND in accordance with written instructions of the Borrower Required Secured Parties pursuant to SECTION 5.3 hereof, and such instructions and any action taken or representations made by a responsible officer failure to act pursuant thereto shall be binding upon all the Secured Parties and all other holders from time to time of the Borrower in a writing filed with Credit Agreement Notes, the Collateral AgentSenior Secured Notes and the Additional Facility Notes.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement Agreement, the Security Documents or the Bond Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established by any Loan Party, other Secured Party or other Person in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower Company, such other Secured Party or such other Person delivered to the Collateral AgentAgent ("responsible officer," insofar as relating to the Senior Note Trustee, and having the same meaning for this purpose as the term "Responsible Officer" in the Indenture). The Collateral Agent may rely on any such certificate and shall be full warrant to the Collateral Agent have no obligation or liability for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.45.04. (b) The Collateral Agent may (at the cost of the Company, which shall promptly on request reimburse the Collateral Agent for the reasonable fees and expenses (and any related VAT) of any such counsel) consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken taken, suffered or suffered omitted by it hereunder or under any Security Document or Bond Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and Agreement, the Security Documents or the Bond Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe believes to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, faxes or electronic communications, to have been sent by the proper party or parties. In the absence of its own gross negligence negligence, bad faith or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. The Collateral Agent is not obliged to carry out any investigation or enquiry as to the genuineness, truth, adequacy or correctness of any statements, certificates, opinions or other documents delivered or furnished to it. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and Agreement, the Security Documents or the Bond Security Documents unless the Collateral Agent shall have been provided adequate with security and indemnity in each case reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower Company or representations made by a responsible officer of the Borrower Company in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may relyrely upon, and shall be fully protected in actingnot incur any liability for relying upon, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, certificate, consent, orderstatement, bond instrument, document or other paper writing (including any electronic message, Internet or document which intranet website posting or other distribution) believed by it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party Person. The Collateral Agent also may rely upon any statement made to it orally or partiesby telephone and believed by it to be made by or on behalf of the proper Person or Persons, and shall not incur any liability for relying thereon. In The Collateral Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the absence advice of its own gross negligence any such counsel, accountants or willful misconductexperts. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other communication (including any thereof by telephone, telecopy, telex, telegram, cable or electronic mail) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. As to any matters not expressly provided for by this Agreement, the Collateral Agent may conclusively relyshall in all cases be fully protected in acting, or in refraining from acting, hereunder or thereunder in accordance with instructions given by (i) the Required Secured Parties (except as set forth in the following clause (ii)) or (ii) where expressly permitted in Section 10.03, each of the Required Secured Parties, the Required Revolving Lenders and/or the Required Designated Indebtedness Holders, as to applicable (or, in each case, such higher standard provided in the truth applicable Loan Document or Designated Indebtedness Document, as applicable), and such instructions of the statements and (i) Required Secured Parties (except as set forth in the correctness following clause (ii)) or (ii) where expressly permitted in Section 10.03, each of the opinions expressed thereinRequired Secured Parties, upon the Required Revolving Lenders and/or the Required Designated Indebtedness Holders, as applicable (or, in each case, such higher standard provided in the applicable Loan Documents or Designated Indebtedness Document, as applicable) and any certificates action taken or opinions furnished failure to act pursuant thereto shall be binding on all of the Secured Parties. If in one or more instances the Collateral Agent and conforming takes any action or assumes any responsibility not specifically delegated to the requirements of it pursuant to this Agreement. (d) The Collateral Agent , neither the taking of such action nor the assumption of such responsibility shall not be under any obligation deemed to exercise any be an express or implied undertaking on the part of the rights or powers vested in the Collateral Agent by this Agreement and that it will take the Security Documents unless same or similar action or assume the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agentsame or similar responsibility in any other instance. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement Agreement, or the any other Security Documents Document the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower Responsible Officer delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may may, at the expense of the Grantors, consult with counsel, and any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the or any other Security Documents Document from any court of competent jurisdiction. Any opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing delivered to the Collateral Agent. (c) The Collateral Agent may relyconclusively rely upon, and shall be fully protected in actingacting upon or failing to act as a consequence of, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than believes in good faith is genuine and to have has been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates such certificates, opinions or opinions furnished to the Collateral Agent other information and conforming to the requirements of this Agreementneed not investigate any fact or matter stated therein. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the or by any other Security Documents Document, unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, its agents and its counsel in the exercise of any such right or power or in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion Upon any application or demand by any of Counsel may be basedthe Grantors to the Collateral Agent to take or permit any action under any of the provisions of this Agreement or any other Security Document, insofar as it relates the Borrower shall furnish to factual matters, upon the Collateral Agent a certificate of a responsible officer Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement, in any other Security Document or in any Secured Debt Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the Borrower furnishing of any document is specifically required by any provision of this Agreement, any other Security Document or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agentany Secured Debt Agreement relating to such particular application or demand, such additional document shall also be furnished.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the The Collateral Agent shall deem be entitled ---------------------------- to rely upon any certificate, notice or other document (including any cable, telegram, telecopy or telex) reasonably believed by it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved genuine and correct and to have been signed or established sent by a certificate of a responsible officer or on behalf of the Borrower delivered to the Collateral Agent, proper Person or Persons and need not investigate any fact or matter stated in any such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewithdocument. The Collateral Agent shall have be entitled to rely upon any judicial order or judgment, upon any advice or statements of legal counsel, independent consultants and other experts selected by it in good faith or upon any certification, instruction, notice or other writing delivered to it by the right at any time to seek instructions concerning Issuer in compliance with the administration provisions of this Agreement and without being required to determine the Security Documents from authenticity or the correctness of any court fact stated therein or the propriety or validity of competent jurisdiction. (c) service thereof. The Collateral Agent may relyact in reliance upon any such instrument comporting with the provisions of this Agreement or any signature reasonably believed by it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. As to any matters not expressly provided for by this Agreement, the Security Documents or the other Transaction Documents to which the Collateral Agent is a party, the Collateral Agent shall not be required to take any action or exercise any discretion, but shall be required to act or to refrain from acting upon instructions of the Intercreditor Agent (acting pursuant to the Intercreditor Agreement) and shall in all such cases be fully protected in acting, upon or in refraining from acting, hereunder or under any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond of the Security Documents or any other paper or document Transaction Documents to which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as is a party in accordance with such instructions of the Intercreditor Agent (acting pursuant to the truth Intercreditor Agreement), and any action taken or failure to act pursuant thereto shall be binding on all of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementSecured Parties. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed entitled to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in actingrelying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document which other written communication believed by it has no reason to believe in good faith to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including counsel to Lessor or Lessee), in the case of cables, telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively relydeem and treat the registered holder of any Note as the owner thereof for all purposes unless a written notice of assignment, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates negotiation or opinions furnished to the transfer thereof shall have been filed with Collateral Agent and conforming to the requirements of this Agreement. (d) The Agent. Collateral Agent shall not be fully justified in failing or refusing to take any action under this Agreement or any obligation to exercise any other Operative Document unless it shall first receive the advice or concurrence of the rights Required Lenders, or powers vested in it shall first be indemnified to its satisfaction by the Collateral Agent by this Agreement applicable Lenders against any and the Security Documents unless the Collateral Agent shall have been provided adequate security all liability and indemnity against the costs, expenses and liabilities expense which may be incurred by it by reason of taking or continuing to take any such action. Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes. Wherever in the Operative Documents the consent or approval of Collateral AgentAgent is required, including such reasonable advances as consent or approval may be requested given by Collateral Agent only upon its receipt of such consent or approval from the Collateral AgentRequired Lenders or as otherwise provided in Section 10.5. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of or the performance of its duties under this Agreement or the Security Documents the any Collateral Document, Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established by Company or MSL Overseas in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower Responsible Officer delivered to the Collateral Agent, and such certificate shall be full warrant warranty to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4subsection 10.6. (b) The Collateral Agent may consult with counsel, and any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewithCollateral Document. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of or the performance of its duties under this Agreement and the Security Documents or under any Collateral Document from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and any Collateral Document at the Security Documents request or direction of Requisite Lenders pursuant to this Agreement or otherwise, unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion Upon any application or demand by Company or MSL Overseas (except any such application or demand which is expressly permitted to be made orally) to Collateral Agent to take or permit any action under any of Counsel may be basedthe provisions of this Agreement or any Collateral Document, insofar as it relates Company or MSL Overseas shall furnish to factual matters, upon Collateral Agent a certificate of a responsible officer Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement or in any Collateral Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the Borrower furnishing of any 125 document is specifically required by any provision of this Agreement or representations made by a responsible officer of the Borrower in a writing filed with the any Collateral AgentDocument relating to such particular application or demand, such additional document shall also be furnished.

Reliance by Collateral Agent. (ai) Whenever in the administration exercise of its rights or powers and the performance of its duties under this Agreement or the Security Documents the Collateral Agent shall deem it reasonably necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a responsible officer Responsible Officer of the Borrower any Grantor delivered to the Collateral Agent, and such certificate shall be full warrant warranty to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.46(e). (bii) The Collateral Agent may consult with counsel of its selection, and the advice of such counsel, and or any Opinion opinion of Counsel counsel who is not an employee of the Collateral Agent, shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents Trust Estate from any court of competent jurisdiction. (ciii) The Collateral Agent may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementAgreement or any Security Document. Without limitation to the foregoing, the Collateral Agent may conclusively rely as provided in this Section 6(d) on any Officer’s Certificate provided by the Company pursuant this Agreement (including but not limited to Section 2(b) hereof), and may deem such information correct until such time as it receives any written modification of any such certificate from the Company in respect thereof. (div) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and at the request or direction of the Applicable Authorized Representative pursuant to this Agreement, the ABL Intercreditor Agreement or any Security Documents Document, unless the Collateral Agent shall have been provided adequate security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security other Loan Group Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established by any Loan Group Party, other Secured Party, Cyprus Amax Noteholder or other person in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of FCX or any other Loan Group Party, such other Secured Party, the Borrower Cyprus Amax Notes Trustee or such other person delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.48.04. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexestelecopies, telexes or electronic communications, to have been sent by the proper party or parties. In the absence of its own gross negligence negligence, bad faith or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) . The Collateral Agent shall not be under have the right at any obligation time to exercise any seek instructions concerning the administration of the rights or powers vested in the Collateral Agent by this Agreement and the Security other Loan Group Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agentfrom any court of competent jurisdiction. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Agent taking, suffering or omitting of any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer Responsible Officer of the Borrower such Grantor delivered to the Collateral Agent, and such certificate shall be full warrant warranty to the Collateral Agent for any action taken, suffered or omitted in reliance thereonthereon without gross negligence or willful misconduct, subject, however, to the provisions of Section 5.46.5. (b) The Collateral Agent may consult with counsel, accountants and other experts, and any Opinion opinion of Counsel independent counsel, any such accountant, and any such other expert shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents Collateral from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexestelecopies, to have been sent by the proper party or parties, including the information provided by BMCA to the Collateral Agent pursuant to Section 5.2. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementAgreement or any Security Document. (d) The If the Collateral Agent has been requested to take action pursuant to Section 2.3, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the or any Security Documents Document unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in complying with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion The Collateral Agent shall not be required to inquire or investigate a Notice of Counsel Default or whether any instruction purported to be given by the Required Lender Representative was in fact so given, or whether any such instruction is consistent with the Security Agreement or this Agreement, and the Collateral Agent may assume the foregoing and shall be basedprotected in relying thereon. (f) The Collateral Agent shall have no duty as to any Collateral in its possession or control, insofar other than those duties specifically set forth herein, or the possession or control of any agent or bailee or any income thereon or as it relates to factual matters, upon a certificate the preservation or rights against prior parties or any other rights pertaining thereto. The Collateral Agent or its agent or designee shall endeavor to file such financing and continuation statements and record such documents or instruments in such places and at such times as shall be directed by the Required Lender Representative. The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of a responsible officer any of the Borrower Collateral by reason or representations made the act or omission of any carrier, forwarding agency or other agent or bailee selected by a the Collateral Agent in good faith. (g) The Collateral Agent shall not be responsible officer for the existence, genuineness or value of any of the Borrower in a writing filed with Collateral or for the validity, perfection, priority or enforceability or any liens on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, or for the validity of any title to the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Agent shall have no duty to ascertain or inquire into the performance or observance by any other party of the terms of this Agreement, the Security Agreement or any other agreement or document. (h) None of the provisions of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may relyrely conclusively upon, and shall be fully protected in actingnot incur any liability for relying upon, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, certificate, consent, orderstatement, bond instrument, document or other paper or document which writing believed by it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconductPerson, the Collateral Agent may conclusively relynot only as to due execution, validity and effectiveness, but also as to the truth and accuracy of the statements and the correctness of the opinions expressed any information contained therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) . The Collateral Agent shall not be under responsible for the content or accuracy of any obligation such writings provided to exercise the Collateral Agent, and shall not be required to recalculate, certify, or verify any information contained therein. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon and each of the rights or powers vested Pledgor and the Secured Parties hereby waives the right to dispute the Collateral Agent’s record of such statement, except in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred case of gross negligence or willful misconduct by the Collateral Agent. The Collateral Agent may, including such reasonable advances as at the expense of the Pledgor, consult with legal counsel (who may be requested counsel for the Pledgor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agent may, at the expense of the Pledgor, request, rely on and act in accordance with, and shall be protected in relying on, officer’s certificates and opinions of counsel in form and substance acceptable to the Collateral Agent. The Collateral Agent may deem and treat the payee of any note or Equity Security as the registered holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with a Responsible Officer of the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the The Collateral Agent shall deem Agents may conclusively rely upon any document believed by it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper Holders (including Forum) or the Issuer or any party to any of the Security Documents and such document shall be full and complete authorization and protection from liability of each Collateral Agent in respect of any action taken, suffered or parties oromitted by it hereunder in good faith and in reliance thereon. The Collateral Agent need not investigate any fact or matter stated in any such document. Each Collateral Agent, however, in the case of cables, telecopies and telexes, any document which is specifically required to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions be furnished to the Collateral Agent and conforming pursuant to any provision hereof, shall examine the document to determine whether it conforms to the requirements of this Agreement. Agreement or the relevant Security Document (d) The but need not confirm or investigate the validity of the document or accuracy of mathematical calculation or other facts stated therein). Each Collateral Agent may execute any of its powers and perform any of its duties hereunder directly or through delegates or attorneys and may consult with counsel, accountants and other skilled persons to be reasonably selected and retained by it. Each Collateral Agent shall not be under liable for the acts of such delegates or attorneys, or for anything done, suffered or omitted by it in accordance with the advice or opinion of any obligation such counsel, accountants or other skilled persons. Each Collateral Agent may engage and consult, at the expense of the Issuer, with any legal adviser and professional adviser selected by it and rely upon any advice so obtained and each of the Collateral Agents and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable in respect of any action taken, or omitted to exercise be done or suffered to be taken, in accordance with such advice. In the event that any Collateral Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from the Issuer which, in its opinion, conflict with any of the rights provisions of this Agreement or powers vested any Security Document, it shall be entitled to refrain from taking any action until it is directed in writing by a final order or judgment of a court of competent jurisdictions. The permissive right of the Collateral Agent by this Agreement and Agents to take the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may actions permitted hereby will not be incurred by the Collateral Agent, including such reasonable advances construed as may be requested by the Collateral Agentan obligation or duty to do so. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents Documents, the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower Grantor or the applicable Secured Party delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with legal counsel, independent accountants or other experts selected by it, and any Opinion advice of Counsel such experts shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any the Security Document Documents in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. Any advice of experts may be based, insofar as it relates to factual matters, upon a certificate or other writing of the Secured Party Representative, the Grantor, the Secured Parties, or any other applicable Person or representations made by any of the foregoing furnished to the Collateral Agent. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document or conversation which it has no reason to believe to be other than genuine and to have been signed signed, presented or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent made by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.US_ACTIVE:\43906857\08\79831.0003

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents Collateral of or security provided by this Agreement the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established with respect to any Assignor in connection with the Collateral Agent taking, suffering or omitting of any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a responsible officer Responsible Officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4Assignor. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe believes in good faith to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexestelecopies, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementAgreement or any Mortgage or as set forth on such Person’s books and records. (dc) The If the Collateral Agent has been requested to take any action pursuant to this Agreement, any Mortgage or any other Security Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents or any Mortgage unless the Collateral Agent shall have been provided provided, by the party making such request, adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration performance of its duties under this Agreement or the Security Documents any other Note Document, the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established with respect to the Issuer or any other Person in connection with the Collateral Agent taking, suffering or omitting of any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be conclusively deemed to be conclusively proved or established by a certificate executed by a Responsible Officer of a responsible officer of the Borrower delivered to the Collateral Agentsuch Person, including an Officer’s Certificate, and such certificate shall be full warrant to the Collateral Agent for shall have no liability with respect to any action taken, suffered or omitted in reliance thereon. The Collateral Agent may at any time solicit written confirmatory instructions, subject, however, including a direction of the Issuer or the Required Holders or an order of a court of competent jurisdiction as to any action that it may be requested or required to take or that it may propose to take in the provisions performance of Section 5.4any of its obligations under this Agreement or any other Note Document and shall be fully justified in failing or refusing to act hereunder or under any other Note Document until it shall have received such requisite instruction. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, relying upon any note, writing, affidavit, electronic communication, fax, resolution, statement, certificate, instrument, opinion, report, noticenotice (including any notice of an Event of Default or of the cure or waiver thereof), request, consent, order, bond judgment or other paper or document or oral conversation (including telephone conversations) which it has no reason to believe in good faith believes to be other than genuine and correct and to have been signed signed, presented or presented made by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or partiesparty. In the absence of its own gross negligence or willful misconduct, the The Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates notice or opinions certificate furnished to the Collateral Agent in connection with this Agreement or any other Note Document and conforming upon advice and statements of legal counsel (including counsel to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement Issuer), independent accountants and the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred other agents consulted by the Collateral Agent. VELOCITY FINANCIAL, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be basedINC. NOTE PURCHASE AGREEMENT VELOCITY COMMERCIAL CAPITAL, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.LLC

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or any of the Security Shared Collateral Documents the Collateral Agent shall deem it necessary or desirable advisable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting taking of any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a responsible an officer of the Borrower Blount, Inc. delivered to the Collateral Agent, and such certificate officers' xxxxxficate shall be full warrant warranty to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion opinion of Counsel such counsel (which may be in-house counsel for the Collateral Agent) shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and or any of the Security Shared Collateral Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the The Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementAgreement or any Shared Collateral Document. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in compliance with such request or direction, including including, without limitation, such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of or the performance of its duties under this Agreement or the Security Documents the any Collateral Document, Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established by Company in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower an Officer delivered to the Collateral Agent, and such certificate shall be full warrant warranty to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4subsection 10.6. (b) The Collateral Agent may consult with counsel, and any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewithCollateral Document. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of or the performance of its duties under this Agreement and the Security Documents or under any Collateral Document from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and any Collateral Document at the Security Documents request or direction of Requisite Lenders pursuant to this Agreement or otherwise, unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may Upon any application or demand by Company (except any such application or demand which is expressly permitted to be based, insofar as it relates made orally) to factual matters, upon a certificate of a responsible officer Collateral Agent to take or permit any action under any of the Borrower provisions of this Agreement or representations made any Collateral Document, Company shall furnish to Collateral Agent an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement or in any Collateral Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by a responsible officer any provision of the Borrower in a writing filed with the this Agreement or any Collateral AgentDocument relating to such particular application or demand, such additional document shall also be furnished.

Reliance by Collateral Agent. (a) Whenever in the ---------------------------- administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a Request Letter or certificate of a responsible officer an Authorized Representative of the Borrower any Loan Party delivered to the Collateral Agent, and such certificate shall be full warrant authorization to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.42.5. (b) The Collateral Agent may consult with counsel, and any Opinion advice or statements of Counsel legal counsel (including counsel to the Loan Parties) shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdictiongood faith reliance thereon. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which reasonably believed by it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconductmisconduct or bad faith, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates Request Letter, certificate or opinions opinion furnished to the Collateral Agent and conforming to the requirements of this Agreement or the Security Deposit Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent it by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity by the Secured Parties against the costs, expenses (including its customary fees) and liabilities which may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever Whenever, in the administration of this Agreement or the other Security Documents Documents, the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer Responsible Officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.49.12. (b) The Collateral Agent may consult with counselcounsel (including counsel for the Borrower or any Grantor), and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any other Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the other Security Documents from any court of competent jurisdiction. (c) . The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (dc) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the other Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (ed) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer Responsible Officer of the Borrower or representations made by a responsible officer Responsible Officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the other Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established by any Loan Party, other Secured Party or other Person in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower Parent, the Borrower, any other Loan Party, such other Secured Party or such other Person delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.46.04. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexestelecopies, telexes or electronic communications, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (dc) The Collateral Agent may consult with counsel (who may be counsel for a Loan Party), and any opinion of counsel shall not be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any obligation to exercise any of the rights or powers vested other Security Document in the accordance therewith. The Collateral Agent by shall have the right at any time to seek instructions concerning the administration of this Agreement and the other Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agentfrom any court of competent jurisdiction. (ed) Any Opinion opinion of Counsel counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower any Loan Party or representations made by a responsible officer of the Borrower any Loan Party in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected and shall incur no liability in actingacting and relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document which conversation reasonably believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesGrantors), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In Without limiting the absence generality of its own gross negligence or willful misconductthe foregoing, the Collateral Agent may conclusively rely, treat the payee of any Revolving and Noteholder Debt or any Additional Facility Note as the registered holder thereof until it receives notice or otherwise has actual knowledge that such payee is no longer the registered holder of such Revolving and Noteholder Debt or Additional Facility Note. Notwithstanding anything to the truth of the statements and the correctness of the opinions expressed thereincontrary contained herein or in any Collateral Document, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security be fully justified in failing or refusing to take action under this Agreement or the Collateral Documents (including, without limitation, the exercise of any rights or remedies under, or the entering into of any agreement amending, modifying, supplementing, waiving any provision of, or the giving of consent pursuant to, any of the Collateral Documents) unless it shall first receive instructions of the Required Secured Parties as is contemplated by (S)6 hereof and indemnity it shall first be indemnified to its reasonable satisfaction by the relevant Secured Parties against the costs, expenses any and liabilities all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Collateral Agent, including such reasonable advances as may be requested by Documents in accordance with the Collateral Agent. provisions of (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer S)6.5 hereof and in accordance with written instructions of the Borrower Required Secured Parties pursuant to (S)6.3 hereof, and such instructions and any action taken or representations made by a responsible officer of failure to act pursuant thereto shall be binding upon all the Borrower in a writing filed with the Collateral Agentrelevant Secured Parties.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement Agreement, or the Security Documents any other Collateral Document the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower Responsible Officer delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may may, at the expense of the Grantors, consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents or any other Note Document from any court of competent jurisdiction. Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing delivered to the Collateral Agent. (c) The Collateral Agent may relyconclusively rely upon, and shall be fully protected in actingacting upon or failing to act as a consequence of, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than believes in good faith is genuine and to have has been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates such certificates, opinions or opinions furnished to the Collateral Agent other information and conforming to the requirements of this Agreementneed not investigate any fact or matter stated therein. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents or by any other Note Document, unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, its agents and its counsel in the exercise of any such right or power or in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion Upon any application or demand by any of Counsel may be basedthe Grantors to the Collateral Agent to take or permit any action under any of the provisions of this Agreement or any other Note Document, insofar as it relates the Company shall furnish to factual matters, upon the Collateral Agent a certificate of a responsible officer Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement or in any Note Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the Borrower furnishing of any document is specifically required by any provision of this Agreement or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agentany Note Document relating to such particular application or demand, such additional document shall also be furnished.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the The Collateral Agent shall deem be entitled to rely upon any certificate, notice or other document (including any cable, telegram, telecopy or telex) reasonably believed by it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved genuine and correct and to have been signed or established sent by a certificate of a responsible officer or on behalf of the Borrower delivered to the Collateral Agent, proper Person or Persons and need not investigate any fact or matter stated in any such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewithdocument. The Collateral Agent shall have be entitled to rely upon any judicial order or judgment, upon any advice or statements of legal counsel, independent consultants and other experts selected by it in good faith or upon any certification, instruction, notice or other writing delivered to it by the right at any time to seek instructions concerning Partnership or the administration Funding Corporation in compliance with the provisions of this Agreement and without being required to determine the Security Documents from authenticity or the correctness of any court fact stated therein or the propriety or validity of competent jurisdiction. (c) service thereof. The Collateral Agent may relyact in reliance upon any such instrument comporting with the provisions of this Agreement or any signature reasonably believed by it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. As to any matters not expressly provided for by this Agreement, the Senior Security Documents or the other Transaction Documents to which the Collateral Agent is a party, the Collateral Agent shall not be required to take any action or exercise any discretion, but shall be required to act or to refrain from acting upon instructions of the Intercreditor Agent (acting pursuant to the Intercreditor Agreement) and shall in all such cases be fully protected in acting, upon or in refraining from acting, hereunder or under any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond of the Senior Security Documents or any other paper or document Transaction Documents to which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as is a party in accordance with such instructions of the Intercreditor Agent (acting pursuant to the truth Intercreditor Agreement), and any action taken or failure to act pursuant thereto shall be binding on all of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementSenior Secured Parties. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement Agreement, or the Security Documents any other Collateral Document the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower Responsible Officer delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may may, at the expense of the Grantors, consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents or any other Note Document from any court of competent jurisdiction. Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing delivered to the Collateral Agent. (c) The Collateral Agent may relyconclusively rely upon, and shall be fully protected in actingacting upon or failing to act as a consequence of, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than believes in good faith is genuine and to have has been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexestelecopies, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates such certificates, opinions or opinions furnished to the Collateral Agent other information and conforming to the requirements of this Agreementneed not investigate any fact or matter stated therein. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents or by any other Note Document, unless the Collateral Agent shall have been provided adequate security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by the Collateral Agent, its agents and its counsel in the exercise of any such right or power or in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion Upon any application or demand by any of Counsel may be basedthe Grantors to the Collateral Agent to take or permit any action under any of the provisions of this Agreement or any other Note Document, insofar as it relates the Company shall furnish to factual matters, upon the Collateral Agent a certificate of a responsible officer Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement or in any Note Document relating to the proposed action have been complied with, and in the case of any such application or demand as to which the Borrower furnishing of any document is specifically required by any provision of this Agreement or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agentany Note Document relating to such particular application or demand, such additional document shall also be furnished.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected and shall incur no liability in actingacting and relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document which conversation reasonably believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesCompany), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In Without limiting the absence generality of its own gross negligence or willful misconductthe foregoing, the Collateral Agent may conclusively rely, treat the payee of any Revolving and Noteholder Debt or any Additional Facility Note as the registered holder thereof until it receives notice or otherwise has actual knowledge that such payee is no longer the registered holder of such Revolving and Noteholder Debt or Additional Facility Note. Notwithstanding anything to the truth of the statements and the correctness of the opinions expressed thereincontrary contained herein or in any Collateral Document, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security be fully justified in failing or refusing to take action under this Agreement or the Collateral Documents (including, without limitation, the exercise of any rights or remedies under, or the entering into of any agreement amending, modifying, supplementing, waiving any provision of, or the giving of consent pursuant to, any of the Collateral Documents) unless it shall first receive instructions of the Required Secured Parties as is contemplated by §6 hereof and indemnity it shall first be indemnified to its reasonable satisfaction by the relevant Secured Parties against the costs, expenses any and liabilities all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Collateral Agent, including such reasonable advances as may be requested by Documents in accordance with the Collateral Agent. (e) Any Opinion provisions of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer §6.5 hereof and in accordance with written instructions of the Borrower Required Secured Parties pursuant to §6.3 hereof, and such instructions and any action taken or representations made by a responsible officer of failure to act pursuant thereto shall be binding upon all the Borrower in a writing filed with the Collateral Agentrelevant Secured Parties.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunderhereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer Responsible Officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereonthereon in compliance with the Agreement, the Security Documents and the Credit Agreement, subject, however, to the provisions of Section 5.414 hereof. (b) The Collateral Agent may consult with counsel, accountants, or other experts, and any Opinion opinion of Counsel counsel or opinion of accountants or other experts shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any the Security Document Documents in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own bad faith, gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming which conform to the requirements of this AgreementAgreement or the Security Documents. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement (including, without limitation, Section 5(d) hereof) and the Security Documents unless the Collateral Agent shall have been provided adequate security and indemnity indemnity, in each case satisfactory to it, against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in connection therewith, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion Upon any application or demand by the Borrower to the Collateral Agent to take or permit any action under any of Counsel the provisions of this Agreement or the Security Documents, the Collateral Agent may be based, insofar as it relates require that the Borrower furnish to factual matters, upon the Collateral Agent a certificate of a responsible officer an Authorized Officer (as defined in the Credit Agreement) stating that all conditions precedent, if any, provided for in this Agreement, in the Security Documents or in any the Credit Agreement relating to the proposed application or demand have been satisfied. (f) In any case in which the Collateral Agent shall be required or permitted to determine whether any proceeds of the sale or other disposition of any property shall be allocated to the Collateral Account, or otherwise to make any determination as to the extent to which the lien of Section 20 hereof or the Security Documents secures any Secured Obligations, the Collateral Agent is authorized, at the cost and expense of the Borrower and without any direction from, or representations made by a responsible officer requirements for consent of the Borrower or authorization by, any Secured Party, to institute proceedings in a writing filed with court of competent jurisdiction for the obtaining of any authoritative determination of such matter. If the Collateral Agent institutes any such proceeding, it shall give prompt written notice thereof to the Administrative Agent.

Reliance by Collateral Agent. (a) Whenever in Except for the administration gross negligence or wilful misconduct of this Agreement or the Security Documents Collateral Agent, the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed entitled to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, act and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may relyrely on, and shall be fully protected in actingacting and relying, upon (i) any writing, resolution, notice, consent, certificate, affidavit, letter, email, telecopy, telex or facsimile message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document which conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons; or (ii) any advice and/or statements of legal counsel (including, in without limitation, Counsel to the case of cablesCorporation), telecopies and telexesindependent accountants, to have been sent appraisers or other experts selected by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements Agent; and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under liable to any obligation other Person for any action taken or omitted under, in connection with, or pursuant to exercise any of the rights this Indenture or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the in accordance with any such writing, resolution, notice, consent, certificate, letter, email, telecopy or facsimile message, statement, order or other document or conversation or any advice or statement of legal counsel, independent accountants or other experts. The Collateral Agent shall have been provided adequate security be fully justified in failing or refusing to take action under this Indenture or the Security Documents, and indemnity shall suffer no liability for so doing, unless it shall first receive such advice or concurrence of the Trustee, subject to Section 10.8 and Section 10.15, as is contemplated herein and it shall first be furnished with sufficient funds for such purpose and is indemnified to its reasonable satisfaction by the Trustee against the costs, expenses any and liabilities all liability and expense which may be incurred by the it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent, including such reasonable advances in all cases, shall be fully protected in acting, or in refraining from acting, under this Indenture and the Security Documents in accordance with the provisions herein. The Collateral Agent shall be at liberty to accept as sufficient evidence a certificate signed or purported to be signed on behalf of the Trustee to the effect that any particular dealing, transaction, step or thing is, in the opinion of the Trustee, suitable or expedient or as to any other fact or matter upon which the Collateral Agent may require to be satisfied and the Collateral Agent shall be in no way bound to call for further evidence or to be responsible for any loss that may be requested occasioned by the Collateral Agentacting on any such certificate. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established with respect to any Assignor in connection with the Collateral Agent taking, suffering or omitting of any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a responsible officer Responsible Officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4Assignor. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe believes in good faith to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexestelecopies, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement, any Mortgage or any other Security Document, or as set forth on such Person’s books and records. (dc) The If the Collateral Agent has been requested to take any action pursuant to this Agreement, any Mortgage or any other Security Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents or any Mortgage unless the Collateral Agent shall have been provided provided, by the party making such request, adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the The Collateral Agent shall deem be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it necessary to be genuine and to have been signed, sent or desirable that a factual matter be proved or established in connection with otherwise authenticated by the proper Person. The Collateral Agent taking, suffering also may rely upon any statement made to it orally or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed by telephone and believed by it to be conclusively proved or established have been made by a certificate of a responsible officer of the Borrower delivered to the Collateral Agentproper Person, and such certificate shall be full warrant to the Collateral Agent not incur any liability for any action taken, suffered or omitted in reliance relying thereon, subject, however, to the provisions of Section 5.4. (b) . The Collateral Agent may consult with counsellegal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and any Opinion of Counsel shall not be full and complete authorization and protection in respect of liable for any action taken or suffered not taken by it hereunder or under any Security Document in accordance therewithwith the advice of any such counsel, accountants or experts. The Collateral Agent shall have Notwithstanding anything to the right at any time to seek instructions concerning the administration of contrary set forth in this Agreement and the Security Documents from or in any court of competent jurisdiction. other Note Document, (ci) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security no duty or obligation to take, or refrain from taking, any action hereunder except at the written direction of the Majority Holders, (ii) all acknowledgments, waivers and indemnity against the costs, expenses and liabilities which may be incurred by agreements in this Agreement or in any Note Document of the Collateral Agent, including whether being made for itself or for the Holders or for any other Person, are being made at the direction of the Holders on the date hereof and each Holder, by purchasing any Notes or otherwise accepting the benefits of any Note Document, shall be deemed to expressly agree to the terms of all such acknowledgments, waivers and agreement, (iii) any term, provision, determination, certificate, information, Note Document or other document or agreement that is required to be satisfactory to the Collateral Agent or at the discretion or request of the Collateral Agent (or any like term providing that the Collateral Agent “may”, “shall”, “may not” or “shall not” act) shall be deemed to be required to be to the satisfaction of the Collateral Agent or at the request or discretion of the Collateral Agent acting, in each case, pursuant to written direction or instruction of the Majority Holders; provided that any term or provision of any certificate, Note Document or other agreement that relates to any (i) payment, indemnification or exculpatory rights of the Collateral Agent (ii) payment, indemnification, reimbursement or other obligations of the Collateral Agent or (iii) other rights or obligations necessary or advisable (as determined by the Collateral Agent in its reasonable advances as may discretion) on order for the Collateral Agent to comply with its obligations under Governmental Regulations shall also be requested by required to be reasonably satisfactory to, or at the request of, the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected and shall incur no liability in actingacting and relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document which conversation reasonably believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesCompany), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In Without limiting the absence generality of its own gross negligence or willful misconductthe foregoing, the Collateral Agent may conclusively rely, treat the payee of any Senior Secured Note as the registered holder thereof until it receives notice or otherwise has actual knowledge that such payee is no longer the registered holder of such Senior Secured Note. Notwithstanding anything to the truth of the statements and the correctness of the opinions expressed thereincontrary contained herein or in any Security Document, upon any certificates or opinions furnished to the Collateral Agent shall be fully justified in failing or refusing to take action under this Agreement or the Security Documents (including, without limitation, the exercise of any rights or remedies under, or the entering into of any agreement amending, modifying, supplementing, waiving any provision of, or the giving of consent pursuant to, any of the Security Documents) unless it shall first receive instructions of the Required Secured Parties as is contemplated by ss.5 hereof and conforming it shall first be indemnified to its reasonable satisfaction by the requirements Secured Parties against any and all liability and expense which may be incurred by it by reason of this Agreement. (d) taking, continuing to take or refraining from taking any such action. The Collateral Agent shall not in all cases be fully protected in acting, or in refraining from acting, under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless in accordance with the Collateral Agent shall have been provided adequate security provisions of ss.5.5 hereof and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer in accordance with written instructions of the Borrower Required Secured Parties pursuant to ss.5.3 hereof, and such instructions and any action taken or representations made by a responsible officer failure to act pursuant thereto shall be binding upon all the Secured Parties and all other holders from time to time of the Borrower in a writing filed with the Collateral AgentSenior Secured Notes.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may relyrely conclusively, and shall be fully protected in actingso relying, upon any writing, resolution, statementnotice, consent, certificate, instrumentaffidavit, opinionletter, reporttelegram, noticefacsimile, requesttelex or telephone message, consent, order, bond statement or other paper document or document which conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons, in the case and upon advice and statements of cableslegal counsel, telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be fully justified in failing or refusing to take any action under this Agreement or any obligation to exercise any other Financing Document (i) if such action would, in the opinion of the rights or powers vested in the Collateral Agent (upon consultation with counsel), be contrary to applicable Law or the terms of any Financing Document, (ii) if such action is not specifically provided for in the Financing Documents, and it shall not have received such written advice or concurrence of (A) with respect to each Security Document other than the Tranche B Interest Reserve Account Control Agreement, the Majority Tranche A Lenders (or, after the Transition Date, the Majority Tranche B Lenders) or (B) with respect to the Tranche B Interest Reserve Account Control Agreement, the Majority Tranche B Lenders, in each case as the Collateral Agent deems appropriate, (iii) unless, if it so requests, such Collateral Agent shall first be indemnified to its satisfaction by the 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. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Security Documents unless in accordance with a written request or written consent of (A) with respect to each Security Document other than the Collateral Agent Tranche B Interest Reserve Account Control Agreement, the Majority Tranche A Lenders (or, after the Transition Date, the Majority Tranche B Lenders) or (B) with respect to the Tranche B Interest Reserve Account Control Agreement, the Majority Tranche B Lenders, and such request and any action taken or failure to act pursuant thereto shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, binding upon a certificate of a responsible officer all of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral AgentLenders.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The 14.29.1 Collateral Agent may rely, and shall be fully protected in relying, acting, or refraining to act, upon any resolution, statement, certificate, instrument, opinion, report, notice, notice request, consent, order, bond or other paper or document which that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexesfacsimiles or electronic mail, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconductmisconduct in its capacity as Collateral Agent, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and substantially conforming to the requirements of this AgreementAgreement or any of the other Transaction Agreements. 14.29.2 Collateral Agent shall be entitled to fail or refuse, and shall be fully protected in failing or refusing, to take any action under this Agreement or the other Transaction Agreements, solely in its capacity as Collateral Agent, unless (dA) The it first shall receive such advice or concurrence of Required Investors, as it deems appropriate, or (B) it first shall be indemnified to its satisfaction by Investors against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. In all cases Collateral Agent shall be fully protected in acting, or in refraining from acting, under this Agreement or the Transaction Agreements in accordance with a request of Required Investors and such request and any action taken or failure to act pursuant thereto shall be binding upon all Investors. Without prejudice to the generality of anything in this Section ‎14.29.2, no Investor shall have any right of action whatsoever against Collateral Agent as a result of Collateral Agent acting or refraining from acting under this Agreement or under any of the other Transaction Agreements in accordance with the instructions of Required Investors. 14.29.3 Collateral Agent may execute any of the powers hereof and perform any duty hereunder either directly or by or through agents or attorneys-in-fact. Collateral Agent may utilize the services of such agents and attorneys-in-fact as Collateral Agent in its sole discretion reasonably determines, and all fees and expenses of such agents and attorneys-in-fact shall be paid by Opthea on demand. Collateral Agent shall be entitled to advice of counsel concerning all matters pertaining to such powers and duties. Collateral Agent shall not be under responsible for the negligence or misconduct of any obligation agents or attorneys-in-fact selected by it, if the selection of such agents or attorneys-in-fact was done without gross negligence or willful misconduct. 14.29.4 Unless the officers of Collateral Agent acting in their capacity as officers of Collateral Agent on Opthea’s account with respect to exercise the transactions hereunder have actual knowledge thereof or have been notified in writing thereof by Investors, Collateral Agent shall not be required to ascertain or inquire as to the existence or possible existence of any Event of Default. Collateral Agent shall take such action with respect to such Event of Default as shall be directed by Required Investors; provided, that unless and until Collateral Agent shall have received such directions, Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it deems advisable in the best interests of the rights or powers vested in the Investors. 14.29.5 Opthea agrees (i) to indemnify and hold Collateral Agent (and any Person acting on behalf of Collateral Agent) harmless from and against and (ii) promptly upon receipt by Opthea of Collateral Agent’s statement, to reimburse Collateral Agent for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the reasonable fees and disbursements of counsel and other advisors actually incurred) or disbursements of any kind of nature whatsoever with respect to Collateral Agent’s performance of its duties under this Agreement and the Security Documents unless other Transaction Agreements; provided, that Opthea shall not be liable for the payment to Collateral Agent of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from Collateral Agent’s willful misconduct, and nothing in the foregoing is intended to limit the obligation of Opthea to reimburse Collateral Agent for any amounts incurred by Collateral Agent; provided further that Opthea shall not be responsible for reimbursement of any attorneys’ and advisors’ fees, expenses and costs incurred by the Collateral Agent in connection with the negotiation, documentation and closing of this Agreement and the other Transaction Agreements in excess of $25,000. In the event that Opthea does not have sufficient funds to pay any amount required under this Section ‎14.29.5 or with respect to any excess amount Opthea is not responsible for reimbursement, each Investor severally, but not jointly, agrees to perform the actions set forth in (i) and (ii) above, according to such Investor’s Pro Rata Share, to the extent Collateral Agent shall not have already have been reimbursed by Opthea; provided, that no Investor shall be liable for the payment to Collateral Agent of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from Collateral Agent’s gross negligence or willful misconduct. Collateral Agent’s right to indemnification shall survive termination of this Agreement. 14.29.6 Collateral Agent may resign at any time by giving 30 days’ prior written notice thereof to the Investors and Opthea. Upon any such resignation, the Required Investors shall have the right to appoint a successor Collateral Agent (provided that such successor Collateral Agent is not an Affiliate or related party of the Required Investors, which, for the avoidance of doubt, include Launch for so long as Ocelot SPV LP forms part of the Required Investors). If no successor Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred so appointed by the Required Investors and accepted such appointment within 30 days after the retiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Investors, appoint a successor Collateral Agent, including such reasonable advances as may be requested by the and which successor Collateral Agent. (e) Any Opinion , if no Event of Counsel may Default shall have occurred and be basedcontinuing, insofar shall be reasonably satisfactory to Opthea. Upon the acceptance of any appointment as it relates Collateral Agent hereunder by a successor Xxxxxxxxxx Agent, such successor Collateral Agent shall thereupon succeed to factual mattersand become vested with all the rights, upon a certificate of a responsible officer powers, privileges and duties of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, accountants or other experts, including counsel, accountants and experts of the Company, and any Opinion opinion of Counsel counsel or opinion of accountants or other experts shall be full and complete authorization and protection in respect of any action taken taken, omitted or suffered by it hereunder hereunder, except for actions constituting gross negligence or under any Security Document in accordance therewithwillful misconduct. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (cb) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, opinion report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (dc) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents or any Secured Debt Document unless the Collateral Agent shall have been provided adequate security and indemnity adequate, in the good faith judgment of the Collateral Agent, to protect the Collateral Agent or its subagents against the all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and liabilities disbursements of any kind whatsoever which may be incurred by the Collateral Agentit in connection therewith, including such reasonable advances as may be requested by the Collateral Agent. In any event, the Collateral Agent shall not be required to take any action that would, in its good faith judgment, violate the terms of this Agreement, the Secured Debt Documents, or applicable law. (ed) Any Opinion The Collateral Agent may treat any Person believed by it to be the holder of Counsel may be basedany claim with respect to any Obligation as the holder thereof until the Collateral Agent receives and accepts a written notification from such Person or its Representative, insofar as it relates to factual matters, upon a certificate of a responsible officer notifying the Collateral Agent of the Borrower transfer or representations made assignment of such claim to an assignee, which notice shall identify the name and address of such assignee, and may treat any Person believed by a responsible officer it to be the Representative of another Person or class of Persons holding claims with respect to Obligations as the Borrower in a writing filed with continuing Representative of such other Person or class of Persons until the Collateral AgentAgent receives and accepts a notification from such Person that a new Representative has been designated for such Person or class of Persons, which notice shall identify the name and address of such new Representative.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the The Collateral Agent shall deem be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved genuine and correct and to have been signed, sent or established made by a certificate the proper person or persons and upon advice and statements of a responsible officer of legal counsel (including counsel to the Borrower delivered to Company), independent accountants and other experts selected by the Collateral Agent, and such certificate . The Collateral Agent shall be full warrant fully justified in failing or refusing to take any action under this Agreement unless it shall first receive such legal advice or the concurrence by the consent of the Required Noteholders as it deems appropriate or it shall first be indemnified or receive security to its satisfaction by the Noteholders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The rights, privileges, protections and benefits given to the Collateral Agent for any action takenincluding its rights to be indemnified, suffered or omitted are extended to, and shall be enforceable by the Collateral Agent and to each agent, custodian and other persons employed by the Collateral Agent in reliance thereon, subject, however, accordance herewith to the provisions of Section 5.4act hereunder. (b) The If the Company seeks the consent or approval of the Required Noteholders to the taking or refraining from taking any action hereunder, the Company shall send notice thereof to each Noteholder. Any such consents shall be solicited and tabulated by the Company, or a solicitation and/or tabulation agent engaged by the Company, and the Company shall provide the Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect copies of any action taken or suffered by it hereunder or under any Security Document in accordance therewithsuch written consent(s). The Collateral Agent shall have will be entitled to, and is hereby instructed to, rely upon the tabulation so provided, subject to the Collateral Agent’s right at any time to seek instructions concerning receive all such consents and to satisfy itself as to the administration of this Agreement authenticity thereof and the Security Documents from Collateral Agent’s right (but not its obligation) to receive information regarding any court of competent jurisdictionother matters that the Collateral Agent, in its sole discretion deems necessary or advisable with respect to the relevant action. (c) The Collateral Agent shall notify each Noteholder and the Company promptly any time that the Required Noteholders have instructed the Collateral Agent to act or refrain from acting pursuant hereto. The Company or the Collateral Agent may relyat any time request instructions from the Noteholders in respect of any actions or approvals which by the terms of this Agreement, the Notes or any Security Documents the Collateral Agent is permitted or required to take or to grant, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconductif such instructions are promptly requested, the Collateral Agent may conclusively relyshall be absolutely entitled to refrain from taking any such action or to withhold any such approval until it shall have received such instructions from the Required Noteholders. Without limiting the foregoing, as to the truth no Noteholder shall have any right of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to action whatsoever against the Collateral Agent and conforming to the requirements as a result of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by acting or refraining from acting under this Agreement and Agreement, the Notes or any Security Documents in accordance with the instructions of the Required Noteholders unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred consent of a greater number of Noteholders is required by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer terms of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral AgentTransaction Notes.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected and shall incur no liability in actingacting and relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document which conversation reasonably believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesDebtor), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In Without limiting the absence generality of its own gross negligence or willful misconductthe foregoing, the Collateral Agent may conclusively rely, treat the payee of any Senior Secured Obligations or Junior Secured Obligations as the registered holder thereof until it receives notice or otherwise has actual knowledge that such payee is no longer the registered holder of such Senior Secured Obligations or Junior Secured Obligations. Notwithstanding anything to the truth of the statements and the correctness of the opinions expressed thereincontrary contained herein or in any Collateral Document, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security be fully justified in failing or refusing to take action under this Security Agreement or the Collateral Documents (including, without limitation, the exercise of any rights or remedies under, or the entering into of any agreement amending, modifying, supplementing, waiving any provision of, or the giving of consent pursuant to, any of the Collateral Documents) unless it shall first receive instructions of the Controlling Secured Party and indemnity it shall first be indemnified to its reasonable satisfaction by the relevant Secured Parties against the costs, expenses any and liabilities all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Security Agreement and the Collateral Agent, including such reasonable advances as may be requested by Documents in accordance with the Collateral Agent. (e) Any Opinion provisions of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer Section 14.5 hereof and in accordance with written instructions of the Borrower Controlling Secured Party pursuant to Section 14.3 hereof, and such instructions and any action taken or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agentfailure to act pursuant thereto shall be binding upon all Secured Parties.

Reliance by Collateral Agent. (a) Whenever in the administration of the trusts of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a responsible officer of the Borrower an Officer’s Certificate delivered to the Collateral Agent, and such certificate shall be full warrant warranty to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.46.05. (b) The Collateral Agent may consult with counselcounsel of its selection, and any Opinion opinion of Counsel such counsel who is not an employee of the Collateral Agent shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents Trust Estate from any court of competent jurisdiction. (c) The Collateral Agent may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementAgreement or any Collateral Document. Without limitation to the foregoing, the Collateral Agent may rely as provided in this Section 6.04 on any Officer’s Certificate provided by the Company pursuant to Section 2.02 hereof, and may deem such information correct until such time as it receives any written modification of any such certificate from Company in respect thereof. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and at the Security Documents request or direction of the Majority Holders pursuant to this Agreement or any Collateral Document, unless the Collateral Agent shall have been provided adequate security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Collateral Agency Agreement or the Security Documents Agreement the Collateral Agent shall deem it necessary or desirable that a the factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower GP Lender, the Pledgor, or the LP Agent delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion advice of Counsel such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any the Security Document Agreement in accordance therewith. The Collateral Agent shall have the right at to any time to seek instructions concerning the administration of this Collateral Agency Agreement and the Security Documents Agreement from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Collateral Agency Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Collateral Agency Agreement and the Security Documents Agreement, at the request or direction of the Required Secured Parties pursuant to this Collateral Agency Agreement or otherwise, unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion advice of Counsel counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower LP Agent, the GP Lender or the Pledgor or representations made by a responsible officer of the Borrower LP Agent, the GP Lender or the Pledgor in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of the trusts of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunderby the Collateral Agent, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a responsible officer of the Borrower an Officer’s Certificate delivered to the Collateral Agent, and such certificate shall be full warrant warranty to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.46.5. (b) The Collateral Agent may consult with counselcounsel of its selection, and any Opinion opinion of Counsel such counsel who is not an employee of the Collateral Agent shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents Trust Estate from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementAgreement or any Second Lien Collateral Document. Without limitation to the foregoing, the Collateral Agent may rely as provided in this Section 6.4 on any Officer’s Certificate provided by the Company pursuant to Section 2.3 hereof, and may deem such information correct until such time as it receives any written modification of any such certificate from Company in respect thereof. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and at the Security Documents request or direction of the Majority Holders pursuant to this Agreement, the Intercreditor Agreement or any Second Lien Collateral Document, unless the Collateral Agent shall have been provided adequate security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with its counsel, accountants or other experts in connection with the fulfillment of its duties hereunder, and any Opinion of Counsel the Collateral Agent shall be full and complete authorization and protection entitled to rely on the opinion of such counsel, accountants or other experts in respect of connection with any action taken, omitted to be taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdictionin fulfilling its duties hereunder. (cb) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties, including, for the purpose of identifying the Majority Holders and the amounts of Obligations, the Holders thereof and Commitments held by them and the information provided by the Grantors and the Agent and the Noteholders to the Collateral Agent pursuant to Section 5.2 of this Agreement. In the absence of its own gross ----------- negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementAgreement or any Collateral Document. (dc) The If the Collateral Agent has been requested to take action pursuant to Section 2.2 or Section 3.6 of this Agreement, the Collateral Agent shall not be ----------- ----------- under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents or any Collateral Document unless the Collateral Agent shall have been provided adequate security and indemnity (as and when required herein) against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (d) The Collateral Agent shall treat the Holder of any Note registered with the Company as the absolute owner thereof for all purposes hereunder and shall not be affected by any notice to the contrary, whether such Note shall be past due or not. (e) Any Opinion Person who shall be designated as the duly authorized representative of Counsel may be based, insofar one or more Holders to act as it relates such in connection with any matters pertaining to factual matters, upon a certificate of a responsible officer of the Borrower this Agreement or representations made by a responsible officer of the Borrower in a writing filed with any Collateral Document or the Collateral Agentshall present to the Collateral Agent such documents, including, without limitation, opinions of counsel, as the Collateral Agent may reasonably request, in order to demonstrate to the Collateral Agent the authority of such Person to act as the representative of such Holder(s); provided that, unless the -------- ---- Collateral Agent has received a prior written notice to the contrary from any Bank, the Collateral Agent may conclusively presume that the Agent is the duly authorized representative of all Banks.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, bank wire, telex or teletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document which unwritten conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case Company or any of cablesits Subsidiaries), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its own gross negligence or willful misconduct, the The Collateral Agent may conclusively relydeem and treat the payee of any Debenture as the owner thereof for all purposes unless a written notice of assignment, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates negotiation or opinions furnished to transfer thereof shall have been filed with the Collateral Agent and conforming to the requirements of this Agreement. (d) Agent. The Collateral Agent shall not be fully justified in failing or refusing to take any action under any obligation to exercise any Collateral Security Document unless it shall first receive such advice or concurrence of the rights Purchasers holding more than fifty percent (50%) of the then outstanding aggregate principal amount of the Debentures (the "Required Purchasers") as it deems appropriate or powers vested in it shall first be indemnified to its satisfaction by the Collateral Agent by this Agreement Purchasers against any and the Security Documents unless the Collateral Agent shall have been provided adequate security all liability and indemnity against the costs, expenses and liabilities expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agent. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon Security Documents in accordance with a certificate of a responsible officer request of the Borrower Required Purchasers, and such request and any action taken or representations made by a responsible officer failure to act pursuant thereto shall be binding upon all the Purchasers and all future holders of the Borrower Debentures. The Collateral Agent may consult with legal counsel, independent accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in a writing filed good faith in accordance with the Collateral Agentadvice of such counsel, accountants or experts.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected and shall incur no liability in actingacting and relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document which conversation reasonably believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesGrantors), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In Without limiting the absence generality of its own gross negligence or willful misconductthe foregoing, the Collateral Agent may conclusively rely, treat the payee of any Term Debt or Revolving Debt as the registered holder thereof until it receives notice or otherwise has actual knowledge that such payee is no longer the registered holder of such Term Debt or Revolving Debt. Notwithstanding anything to the truth of the statements and the correctness of the opinions expressed thereincontrary contained herein or in any Collateral Document, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents unless the Collateral Agent shall have been provided adequate security be fully justified in failing or refusing to take action under this Agreement or the Collateral Documents (including, without limitation, the exercise of any rights or remedies under, or the entering into of any agreement amending, modifying, supplementing, waiving any provision of, or the giving of consent pursuant to, any of the Collateral Documents) unless it shall first receive instructions of the relevant Required Secured Parties as is contemplated by ss.6 hereof and indemnity it shall first be indemnified to its reasonable satisfaction by the relevant Secured Parties against the costs, expenses any and liabilities all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Collateral Agent, including such reasonable advances as may be requested by Documents in accordance with the Collateral Agent. (e) Any Opinion provisions of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer ss.6.5 hereof and in accordance with written instructions of the Borrower relevant Required Secured Parties pursuant to ss.6.3 hereof, and such instructions and any action taken or representations made by a responsible officer of failure to act pursuant thereto shall be binding upon all the Borrower in a writing filed with the Collateral Agentrelevant Secured Parties.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time be entitled to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, conclusively rely upon and shall not be fully protected bound to make any investigation into the facts or matters stated in acting, upon any resolution, statement, certificate, instrumentcertificate of a Responsible Officer of the Issuer, opinionIndependent Engineer's certificate, reportInsurance Consultant's certificate, notice, request, consent, order, bond Trustee's certificate or any other paper notice or document which (including any cable, telegram, telecopy or telex) believed by it has no reason to believe to be other than genuine and to have been signed or presented sent by or on behalf of the proper Person or Persons, and upon advice and statement of legal counsel, independent accountants and other experts selected by the proper party Collateral Agent and shall have no liability for its actions taken thereupon, unless due to the Collateral Agent's willful misconduct or parties or, in negligence. Without limiting the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconductforegoing, the Collateral Agent may conclusively rely, as shall be required to make payments to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement. (d) Secured Parties only as set forth herein. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Depositary Agreement or any other Collateral Document (i) if such action would, in the reasonable opinion of the Collateral Agent, be contrary to applicable law or the terms of this Depositary Agreement or any other Collateral Document, (ii) if such action is not specifically provided for in this Depositary Agreement or any other Collateral Document, it shall not have received any such advice or concurrence of the Trustee as it deems appropriate or (iii) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Depositary Agreement or any other Collateral Document (whether such action is or is intended to be an action of the Collateral Agent of the Trustee), it shall not first be indemnified to its satisfaction by the Secured Parties (other than the Trustee (in its individual capacity) or the Collateral Agent (in its individual capacity) or any other agent or trustee under any obligation to exercise any of the rights or powers vested Financing Documents (in the Collateral Agent by this Agreement their respective individual capacities)) against any and the Security Documents unless the Collateral Agent shall have been provided adequate security all liability and indemnity against the costs, expenses and liabilities expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Depositary Agreement or any other Collateral Document in accordance with a request of the Trustee (to the extent that the Trustee is expressly authorized to direct the Collateral AgentAgent to take or refrain from taking such action), including and such reasonable advances as may request and any action taken or failure to act pursuant thereto shall be requested by binding upon all the Collateral AgentSecured Parties. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem be entitled to ---------------------------- rely upon any certificate, notice or other document (including any cable, telegram, telecopy or telex) believed by it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer of the Borrower delivered to the Collateral Agent, genuine and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine correct and to have been signed or presented sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by Collateral Agent. Except as otherwise provided in the Intercreditor Agreement, Collateral Agent agrees to make such demands and give such notices under the Basic Documents as the Requisite Holders may request, to take such action to enforce the Basic Documents or any guaranty or undertaking under the Basic Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof, or enforce any such guaranty or undertaking, and to release any part of the Collateral as may be directed by the proper party Requisite Holders; provided, however, that neither the consent nor the direction of the -------- ------- Requisite Holders shall be required for the release of any part of the Collateral which is otherwise permitted under this Agreement or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or partiesother Basic Documents. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, at any time request directions from the Requisite Holders with respect to this Agreement or the other Basic Documents or the Intercreditor Agreement as to any course of action or other matter relating hereto or to such Collateral Documents or other Basic Documents or the truth of the statements and the correctness of the opinions expressed therein, upon any certificates Intercreditor Agreement. Except as otherwise provided herein or opinions furnished to in the Collateral Documents or other Basic Documents or the Intercreditor Agreement, directions given by the Requisite Holders to Collateral Agent and conforming hereunder shall be binding on all the Holders for all purposes. Each Holder agrees not to the requirements take any action whatsoever to enforce any term or provision of this Agreement. (d) The Collateral Agent shall not be under any obligation to exercise , or any of the other Basic Documents or to enforce any of its rights or powers vested in respect of the Collateral Agent by this Agreement and or in connection with any guaranties or undertakings given in any of the Security Documents unless the Basic Documents, except through Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agent, including such reasonable advances as may be requested by the Collateral Agentin accordance with this Agreement. (e) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower or representations made by a responsible officer of the Borrower in a writing filed with the Collateral Agent.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a responsible officer Responsible Officer of the Borrower Company delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.4. (b) The Collateral Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Document in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of this Agreement and the Security Documents or to interplead any amounts held hereunder from any court of competent jurisdiction. In the event of an interpleader, upon delivering to the court the Collateral that is in dispute or initiating an action in interpleader, the Collateral Agent shall automatically be released from any further obligations or liability hereunder to dispose of such Collateral. (c) The Collateral Agent may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies facsimiles and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this AgreementAgreement or any other Security Document. (d) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Agreement and the Security Documents Documents, at the request or direction of the Required Holders pursuant to this Agreement or otherwise, unless the Collateral Agent shall have been provided adequate security and any reasonably requested indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Agentit in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. (e) Upon any application or demand by any Grantor to the Required Holders to cause or permit the Collateral Agent to take any action under any of the provisions of this Agreement or any Security Document, the Grantor shall furnish to the Purchasers a certificate of a Responsible Officer of such Grantor stating that all conditions precedent, if any, provided for in this Agreement, in any relevant Security Document or in the Note Purchase Agreement relating to the proposed action have been or will be (in the case of application of proceeds from sales of assets) complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement or a Security Document relating to such particular application or demand, such additional document shall also be furnished. (f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a responsible officer of the Borrower Responsible Officer or representations made by a responsible officer of the Borrower Responsible Officer in a writing attached to such Opinion of Counsel or filed with the Collateral AgentPurchasers.