Common use of Reliance by Collateral Agent Clause in Contracts

Reliance by Collateral Agent. Collateral Agent may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document 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 gross negligence or willful misconduct, 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 Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or direction.

Reliance by Collateral Agent. (a) The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, or refraining to actupon any writing, uponcommunication, any signature, resolution, statementrepresentation, notice, consent, certificate, instrumentaffidavit, opinionletter, reporttelegram, noticefacsimile, requesttelex or telephone message, consentelectronic mail message, order, bond statement or other paper document or document that 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 (including counsel to Debtor), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively rely, as shall be fully justified in failing or refusing to the truth take any action under any Collateral Document unless it shall first receive such advice or concurrence of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Controlling Party as it deems appropriate. The Collateral Agent and conforming to the requirements of the Loan shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Collateral Document in accordance with a request or consent of the Controlling Party and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties. (b) The Purchase Money Notes Guarantor, by its execution of this Agreement, shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other Loan Documents. matter required to be consented to or approved by or acceptable or satisfactory to the Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. unless the Collateral Agent shall have received notice from Purchase Money Notes Guarantor prior to the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directionproposed Closing Date specifying its objection thereto.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, or refraining to actupon any writing, uponcommunication, any signature, resolution, statementrepresentation, notice, consent, certificate, instrumentaffidavit, opinionletter, reporttelegram, noticefacsimile, requesttelex or telephone message, consentelectronic mail message, order, bond statement or other paper document or document that 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 (including counsel to any Obligor Party), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, 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 Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. The Collateral Agent shall have the right at be fully justified in failing or refusing to take any time to seek instructions concerning the administration action hereunder unless it shall first receive such advice or concurrence of the Collateral from any court number or percentage of competent jurisdiction. Collateral Agent Lender Parties and/or Note Parties as it deems appropriate and, if it so requests, it shall not first be under any obligation indemnified to exercise any of its satisfaction by the rights or powers granted to Collateral Agent by this Agreement Lender Parties and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security Note Parties against any and indemnity against the costs, expenses all liability and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in compliance all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request or consent of a majority of the Lender Parties and/or Note Parties, voting as separate classes (or such greater number of Lender Parties and/or Note Parties as may be expressly required hereby in any instance) and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Lender Parties and all the Note Parties.

Reliance by Collateral Agent. (a) The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon (i) any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telex, fax or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that 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 (ii) advice and statements of legal counsel (including, in the case of cableswithout limitation, telecopies counsel to any Grantor), independent accountants and telexes, to have been sent other experts selected by the proper party or parties. In the absence of its gross negligence or willful misconduct, Collateral Agent. (b) The Collateral Agent may conclusively relydeem and treat the payee of any Amended Note as the owner thereof for all purposes unless a written notice of assignment, as to negotiation or transfer thereof shall have been filed with the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming in accordance with Section 9.2. (c) The Collateral Agent may be fully justified in failing or refusing to the requirements of the Loan take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the other Loan Documents. Collateral Agent may consult with counsel, Required Noteholders as it deems appropriate or it shall first be indemnified to its satisfaction by the Noteholders against any and any opinion or legal advice of such counsel shall be full all liability and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action. In all cases the Collateral Agent shall be fully protected in compliance acting or in refraining from acting under this Agreement and the Amended Notes and the other Transaction Documents in accordance with a request of the Required Noteholders, and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Noteholders.

Reliance by Collateral Agent. The Collateral Agent may relyshall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telecopy, telex, telegram, cable or electronic mail) believed by it in good faith to be genuine and correct 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 shall in all cases be fully protected in acting, or in refraining to actfrom acting, uponhereunder or thereunder in accordance with instructions given by (i) the Required Secured Parties or (ii) where expressly permitted for in Section 10.03, any resolutionthe Required Revolving Lenders, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine the Required Term Lenders 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 gross negligence or willful misconduct, Collateral Agent may conclusively relyRequired Designated Indebtedness Holders, as to applicable, and such instructions of (i) the truth of Required Secured Parties or (ii) where expressly permitted for in Section 10.03, the statements Required Revolving Lenders, the Required Term Lenders and the correctness of the opinions expressed thereinRequired Designated Indebtedness Holders, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counselas applicable, and any opinion action taken or legal advice failure to act pursuant thereto shall be binding on all of the Secured Parties. If in one or more instances the Collateral Agent takes any action or assumes any responsibility not specifically delegated to it pursuant to this Agreement, neither the taking of such counsel action nor the assumption of such responsibility shall be full and complete authorization and protection in respect of any action taken, not taken deemed to be an express or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have implied undertaking on the right at any time to seek instructions concerning the administration part of the Collateral from Agent that it will take the same or similar action or assume the same or similar responsibility in any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directioninstance.

Reliance by Collateral Agent. Collateral Agent may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document 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 gross negligence or willful misconduct, 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 Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement, the Loan Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or direction.

Reliance by Collateral Agent. (a) The Collateral Agent may consult with counsel, and any advice or statements of legal counsel (including, without limitation, counsel to the Grantors) shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Security Agreement in accordance therewith. (b) The Collateral Agent may conclusively rely, and shall be fully protected in acting, or refraining to act, upon, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that 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 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 the Loan Agreement or any of the other Loan Documents. this Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Agreement. (c) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to vested in the Collateral Agent by this Collateral Agent Agreement and the other Loan Documents Security Agreements, at the request or direction of the Administrative Agent, the Term Loan B Administrative Agent, the Lenders or Term Loan B Lenders pursuant to this Collateral Agent Agreement, or otherwise, unless the Collateral Agent shall have been provided by Lenders with adequate security and indemnity to its satisfaction against the fees, costs, expenses and liabilities that which may be incurred by it in compliance with it, including such request or directionreasonable advances as may be requested by the Collateral Agent.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that 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 cablesCredit Parties), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively rely, as to deem and treat the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect payee of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Note as the owner thereof for all purposes unless the Collateral Agent shall have the right at actual notice of any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdictiontransferee. The Collateral Agent shall not be fully justified in failing or refusing to take any action under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at unless it shall first receive such advice or concurrence of the request Required Lenders (or, when expressly required hereby, all the Lenders) as it deems appropriate or direction of it shall first be indemnified to its satisfaction by the Lenders unless Collateral Agent shall have been provided by Lenders with adequate security against any and indemnity against the costs, expenses all liability and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Collateral Agent shall in compliance all cases be fully protected from Lenders in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Lenders and all future Lenders.

Reliance by Collateral Agent. 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 writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may relyconsult with legal counsel (who may include, but shall not be limited to counsel for the Borrower or counsel for the Administrative Agent), 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 shall be fully justified in failing or refusing to take any action under any Secured Credit Document unless it shall first receive such advice or concurrence of the Applicable Authorized Representative or the majority or such other amount of the Controlling Secured Parties as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the First Lien Secured Parties 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 to actfrom acting, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document 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 gross negligence or willful misconduct, 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 Collateral Agent and conforming to the requirements of the Loan under this Agreement or any other Secured Credit Document in accordance with a request or consent of the other Loan Documents. Collateral Agent Applicable Authorized Representative or the majority of the Controlling Secured Parties (or such greater number of Lenders as may consult with counsel, be expressly required hereby in any instance) and such request and any opinion action taken or legal advice of such counsel failure to act pursuant thereto shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have binding upon all the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directionLenders.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that 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 cablesDebtor), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively relydeem and treat the payee of any Promissory Note as the owner thereof for all purposes unless a written notice of assignment, as to negotiation or transfer thereof shall have been filed with the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent. The Collateral Agent and conforming shall be fully justified in failing or refusing to the requirements of the Loan take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of a majority in interest of the Lenders (or such other Loan Documentsproportion as may be required herein) to authorize or require such action as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral in all cases be fully protected in acting, or in refraining from any court of competent jurisdiction. Collateral Agent shall not be acting, under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at in accordance with a request of each of a majority in interest of the request Lenders (or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that such proportion as may be incurred by it in compliance with required herein) to authorize or require such action, and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Promissory Notes.

Reliance by Collateral Agent. The Collateral Agent may relyshall be entitled to rely upon, and shall be fully protected in acting, or refraining to act, not incur any liability for relying 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 that intranet website posting or other distribution) believed in good faith by it has no reason to believe to be other than genuine and to have been signed signed, sent or presented otherwise authenticated by the proper party Person. The Collateral Agent also may rely upon any statement made to it orally or parties or, by telephone and believed in the case of cables, telecopies and telexes, good faith by it to have been sent made by the proper party or partiesPerson, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the absence making of an Advance, or the issuance of a Letter of Credit, that by its gross negligence terms must be fulfilled to the satisfaction of a Lender or willful misconductthe Issuing Bank, the Collateral Agent may conclusively rely, as presume that such condition is satisfactory to such Lender or the Issuing Bank unless the Collateral Agent shall have received notice to the truth of contrary from such Lender or the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming Issuing Bank prior to the requirements making of such Advance or the Loan Agreement or any issuance of the other Loan Documentssuch Letter of Credit. The Collateral Agent may consult with counsellegal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under liable for any obligation to exercise any of the rights action taken or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred not taken by it in compliance accordance with the advice of any such request counsel, accountants or directionexperts.

Reliance by Collateral Agent. (a) Whenever in the administration of this Agreement the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Grantor in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be proved or established by a certificate of a Responsible Officer of such Grantor delivered to the Collateral Agent, and such certificate shall be full warranty to the Collateral Agent for any action taken, suffered or omitted in reliance thereon without gross negligence or willful misconduct, subject, however, to the provisions of Section 6.5. (b) The Collateral Agent may consult with counsel, accountants and other experts, and any opinion of 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 in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Secured Debt Collateral from any court of competent jurisdiction. (c) The Collateral Agent may rely, and shall be fully protected in acting, or refraining to act, upon, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that 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 gross negligence or willful misconduct, 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 Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or direction.than

Reliance by Collateral Agent. (a) The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, or refraining to actupon any writing, uponcommunication, any signature, resolution, statementrepresentation, notice, consent, certificate, instrumentaffidavit, opinionletter, reporttelegram, noticefacsimile, requesttelex or telephone message, consent, order, bond statement or other paper document or document that 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 (including counsel to any Borrower), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its 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 Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection fully justified in respect of failing or refusing to take any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent Document unless it shall have the right at any time to seek instructions concerning the administration first receive such advice or concurrence of the Collateral from Required Investors as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by Investors against any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security all liability and indemnity against the costs, expenses and liabilities that 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 or any other Loan Document in accordance with a request or consent of the Required Investors or all Investors, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Investors and participants. Where this Agreement expressly permits or prohibits an action unless the Required Investors otherwise determine, the Collateral Agent shall, and in all other instances, the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of Investors. (b) For purposes of determining compliance with the conditions specified in Section 4.1, each Investor that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Collateral Agent to such request Investor for consent, approval, acceptance or directionsatisfaction, or required thereunder to be consented to or approved by or accepted or satisfactory to an Investor.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any writing, resolution, notice, letter, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that 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 upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesBorrower or Monaco), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or parties. In the absence of its gross negligence or willful misconduct, 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 Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documentsnot at its own expense. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. The Collateral Agent shall have the right at be fully justified in failing or refusing to take any time action under this Security Agreement unless it shall first receive such written advice or concurrence as it deems appropriate or it shall first be indemnified to seek instructions concerning the administration of the Collateral from its satisfaction (by one or more Secured Parties) against any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security all liability and indemnity against the costs, expenses and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall be under no duty to inquire into or investigate the validity, accuracy or context of any such aforementioned document. The Collateral Agent may from time to time consult with legal counsel, independent accountants or other experts of its own selection, and not at its own expense, in compliance with the event of any disagreement, controversy, question or doubt as to the construction of any provision of this Agreement or any of its duties hereunder, and the Collateral Agent shall be fully protected in acting in good faith in reliance upon the advice or opinion of any such request counsel, independent accountants or directionother expert.

Reliance by Collateral Agent. (a) The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, or refraining to actupon any writing, uponcommunication, any signature, resolution, statementrepresentation, notice, consent, certificate, instrumentaffidavit, opinionletter, reporttelegram, noticefacsimile, requesttelex or telephone message, consentelectronic mail message, order, bond statement or other paper document or document that 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 cablesDebtor), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively rely, as shall be fully justified in failing or refusing to the truth take any action under any Collateral Document unless it shall first receive such advice or concurrence of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Controlling Party as it deems appropriate. The Collateral Agent and conforming to the requirements of the Loan shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Collateral Document in accordance with a request or consent of the Controlling Party and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties. (b) The Purchase Money Note Guarantor, by its execution of this Agreement, shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other Loan Documents. matter required to be consented to or approved by or acceptable or satisfactory to the Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. unless the Collateral Agent shall have received notice from the right at any time Purchase Money Note Guarantor prior to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directionproposed Closing Date specifying its objection thereto.

Reliance by Collateral Agent. (a) Whenever in the performance of its duties under this Agreement or any other Note Document, the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to the Issuer or any other Person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by a Responsible Officer of such Person, including an Officer’s Certificate, and the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance thereon. The Collateral Agent may relyat any time solicit written confirmatory instructions, 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 performance of any 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 shall be fully protected in actingrelying upon any note, or refraining to actwriting, uponaffidavit, any 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 that 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 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 notice or opinions certificate furnished to the Collateral Agent and conforming to the requirements of the Loan in connection with this Agreement or any other Note Document and upon advice and statements of legal counsel (including counsel to the Issuer), independent accountants and other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered agents consulted by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directionAgent.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that 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 Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Obligors), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may deem and treat the payee of any note as the owner thereof for all purposes unless the Collateral Agent shall have actual notice of any transferee. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Security Agreement unless it shall first receive such advice or concurrence of the Required Secured Parties (or, in when expressly required hereby, all the case of cables, telecopies and telexes, Secured Parties) as it deems appropriate or it shall first be indemnified to have been sent its satisfaction by the proper party Secured Parties against any and all liability and expense which may be incurred by it by reason of taking or parties. In the absence of continuing to take any such action except for its own gross negligence or willful misconduct, 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 Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration in all cases be fully protected in acting, or in refraining from acting, under this Security Agreement in accordance with a request of the Collateral from Required Secured Parties (or, when expressly required hereby, all the Secured Parties), and such request and any court of competent jurisdiction. Collateral Agent action taken or failure to act pursuant thereto shall not be under any obligation to exercise any binding upon all the Secured Parties and all future holders of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directionSecured Obligations.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certification, affidavit, letter, cablegram, telegram, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that 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 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 gross negligence or willful misconduct, The Collateral Agent may conclusively rely, as to deem and treat the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect payee of any action takenNote as the owner thereof for all purposes unless a written notice of assignment, not taken negotiation or suffered by transfer thereof shall have been filed with the Collateral Agent hereunder or under any Loan Documents in accordance therewithAgent. The Collateral Agent shall have the right at be fully justified in failing or refusing to take any time to seek instructions concerning the administration action hereunder unless it shall first receive such advice or concurrence of the Collateral from Lender or it shall first be indemnified to its satisfaction by the Lender against any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security all liability and indemnity against the costs, expenses and liabilities that expense which may be incurred by it by reason of taking or continuing to take any action (other than liability and expense arising out of the Collateral Agent's negligence, lack of good faith, or willful misconduct). The Collateral Agent shall in compliance all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with a request of the Lender absent negligence, lack of good faith or willful misconduct on the part of the Collateral Agent in the method in which it acts or refrains from acting in accordance therewith, and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon the Lender.

Reliance by Collateral Agent. (a) The Collateral Agent may relyshall be entitled to rely upon, and shall be fully protected in acting, or refraining to act, not incur any liability for relying 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 that intranet website posting or other distribution) believed by it has no reason to believe to be other than genuine and to have been signed signed, sent or presented otherwise authenticated by the proper party Person. The Collateral Agent also may rely upon any statement made to it orally or parties or, in the case of cables, telecopies by telephone and telexes, believed by it to have been sent made by the proper party or partiesPerson, and shall not incur any liability for relying thereon. In the absence of its gross negligence or willful misconduct, 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 Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. The Collateral Agent may consult with legal counsel (who may be counsel for the Company), 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, and accountants or experts. (b) To the extent the Collateral Agent is required (pursuant to Section 4, 10, 11, 12, or otherwise) to determine any opinion amount, or legal advice of such counsel shall be full and complete authorization and protection in respect take any action to distribute any amount, of any action takenSecured Obligation or other payments hereunder, not taken it shall have no obligation to do so unless such amount shall have been certified in writing by the Requisite Parties or suffered the Special Requisite Parties, as the case may be, as being the amount in question. Each of the other parties hereto agrees to certify such amounts upon request of the Collateral Agent. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Loan Documents in accordance therewith. Security Document, the Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any deliver such sum to a court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement jurisdiction and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directiontherein commence an action for interpleader.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that 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 cablesBorrower), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively rely, as to deem and treat the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect payee of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Note as the owner thereof for all purposes unless the Collateral Agent shall have the right at actual notice of any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdictiontransferee. The Collateral Agent shall not be fully justified in failing or refusing to take any action under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at unless it shall first receive such advice or concurrence of the request Required Lenders (or, when expressly required hereby, all the Lenders) as it deems appropriate or direction of it shall first be indemnified to its satisfaction by the Lenders unless Collateral Agent shall have been provided by Lenders with adequate security against any and indemnity against the costs, expenses all liability and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Collateral Agent shall in compliance all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Lenders and all future Lenders.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that 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 (including, telecopies and telexeswithout limitation, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, Collateral Agent may conclusively rely, as counsel to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement Company or any of the Subsidiaries), independent accountants and other Loan Documentsexperts selected by the Collateral Agent. The Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection fully justified in respect of failing or refusing to take any action taken, not taken under this Agreement or suffered by Collateral Agent any other Senior Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or the Lenders hereunder otherwise required to give consent to any action hereunder or under any other Senior Loan Documents in accordance therewithDocument) as it deems appropriate or it 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. As between the Collateral Agent and the Lenders, the Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral in all cases be fully protected in acting, or in refraining from any court of competent jurisdiction. Collateral Agent shall not be acting, under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Senior Loan Documents at in accordance with a request of the request Required Lenders (or direction of the Lenders unless Collateral Agent shall have been provided by Lenders with adequate security hereunder otherwise required to give consent to any action hereunder or under any other Senior Loan Document), and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request and any action taken or directionfailure to act pursuant thereto shall be binding upon the Lenders.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that 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 cablesLoan Parties), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively rely, as to deem and treat the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect payee of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Note as the owner thereof for all purposes unless the Collateral Agent shall have the right at actual notice of any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdictiontransferee. The Collateral Agent shall not be fully justified in failing or refusing to take any action under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at unless it shall first receive such advice or concurrence of the request Required Lenders (or, when expressly required hereby, all the Lenders) as it deems appropriate or direction of it shall first be indemnified to its satisfaction by the Lenders unless Collateral Agent shall have been provided by Lenders with adequate security against any and indemnity against the costs, expenses all liability and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Collateral Agent shall in compliance all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Lenders and all future Lenders.

Reliance by Collateral Agent. The Applicable Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, or refraining to actupon any writing, uponcommunication, any signature, resolution, statementrepresentation, notice, consent, certificate, instrumentaffidavit, opinionletter, reporttelegram, noticefacsimile, requesttelex or telephone message, consentelectronic mail message, order, bond statement or other paper document or document that 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 any Grantor or any Senior Priority Secured Party), independent accountants and telexes, to have been sent other experts selected by the proper party or partiesApplicable Collateral Agent. In the absence of its gross negligence or willful misconduct, 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 Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. The Applicable Collateral Agent shall have the right at be fully justified in failing or refusing to take any time to seek instructions concerning the administration action under any Secured Credit Document unless it shall first receive such advice or concurrence of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any Applicable Authorized Representative or the majority or such other amount of the rights or powers granted Controlling Secured Parties as it deems appropriate and, if it so requests, it shall first be indemnified to Collateral Agent its satisfaction by this Agreement the Senior Priority Secured Parties against any and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security all liability and indemnity against the costs, expenses and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action. The Applicable Collateral Agent shall in compliance all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Secured Credit Document in accordance with a request or consent of the Applicable Authorized Representative or the majority of the Controlling Secured Parties (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Lenders.