Common use of Reliance by Collateral Trustee Clause in Contracts

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement the Collateral Trustee 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 Trustee, 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 such Grantor delivered to the Collateral Trustee, and such certificate shall be full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subject, however, to the provisions of Section 6.5(b) of this Agreement. (b) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by Trustee in fulfillment of its duties hereunder. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction. (c) The Collateral Trustee 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 does not in good faith 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 Trustee 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 Trustee and conforming to the requirements of any Collateral Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such action, including such reasonable advances as may be requested by the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Collateral Trust Agreement or the trusts of this Agreement Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Trustee taking, suffering or omitting of any action hereunder by the Collateral Trusteeor 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 an authorized officer of such the Grantor delivered to the Collateral Trustee, and such certificate shall be full warranty warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; , subject, however, to the provisions of Section 6.5(b) of this Agreementsubsection 5.5. (b) The Collateral Trustee may consult with its counsel, which counsel and any Opinion of Counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts complete authorization and protection in connection with the fulfillment respect of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by Trustee it hereunder or under any Security Document in fulfillment accordance therewith. While a Notice of its duties hereunder. The Acceleration is in effect, the Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Collateral Trust Agreement and the Trust Estate Security Documents from any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith 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 parties. As to the amount of any Secured Obligation owing to the Studios from time to time, the Collateral Trustee may rely upon any and all certificates signed by authorized officers of the Studios from time to time. In the absence of its own gross negligence negligence, bad faith or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of any this Collateral DocumentTrust Agreement. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Collateral Trust Agreement and the Security Documents, at the request or direction of a Studio pursuant to this Collateral Trust Agreement or any Collateral Document or to otherwise take such action otherwise, unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it the Collateral Trustee in compliance with such request or direction or in taking such actiondirection, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by the Grantor (except any such application or demand which is expressly permitted to be made orally) to the Collateral Trustee to take or permit any action under any of the provisions of this Collateral Trust Agreement or any Security Document, the Grantor shall furnish to the Collateral Trustee a certificate of an authorized officer of the Grantor stating that all conditions precedent, if any, provided for in this Collateral Trust Agreement or in any relevant Security 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 any provision of this Collateral Trust 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 an authorized officer of the Grantor provided to such counsel in connection with such opinion or representations made by such authorized officer in a writing filed with the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Trust Agreement, the trusts of this Agreement First Priority Guarantees or the First Priority Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Trustee taking, suffering or omitting of any action hereunder by the Collateral Trusteeor thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of such Grantor Satmex or of the Indenture Trustee delivered to the Collateral Trustee, and such certificate shall be full warranty warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; , subject, however, to the provisions of Section 6.5(b) of this Agreementsubsection 8.5. (b) The Collateral Trustee may consult with counsel of its counselselection, which counsel and any Opinion or advice of Counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts complete authorization and protection in connection with the fulfillment respect of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by Trustee them hereunder or under any First Priority Guarantee or First Priority Security Document in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement, the Trust Estate First Priority Guarantees and the First Priority Security Documents from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it does not in good faith 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, to have been sent by the proper party or parties in parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of any Collateral Documentthis Trust Agreement. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the First Priority Guarantees and the First Priority Security Documents, at the request or direction of the Requisite First Priority Holders pursuant to this Trust Agreement or any Collateral Document or to otherwise take such action otherwise, unless the Collateral Trustee shall have been provided adequate reasonable security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such actiondirection, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant First Priority 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 any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement or the other Trust Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Trustee taking, suffering or omitting of any action hereunder by the Collateral Trusteeor 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 such Grantor the Company delivered to the Collateral Trustee, and such certificate shall be full warranty warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; , subject, however, to the provisions of Section 6.5(b) of this Agreement5.5. (b) The Collateral Trustee may consult with its counsel, which and, to the extent not prohibited by applicable law, any advice of such counsel or Opinion of Counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts complete authorization and protection in connection with the fulfillment respect of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by Trustee it hereunder or under any Trust Security Document in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement and the other Trust Estate Security Documents from the Directing Parties, a certificate of a Responsible Officer of the Company or any 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 documents executed in connection herewith. (c) The Collateral Trustee may rely, and shall be fully protected in actingacting in good faith, upon any direction, instruction, resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith has no reason to believe (without having any obligation to determine the authenticity or genuineness thereof) 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 parties. In the absence of its bad faith, gross negligence or willful misconductmisconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction, the Collateral Trustee 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 Trustee and conforming to the requirements of any Collateral Documentthis Agreement. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Collateral Document and the other Trust Security Documents or to otherwise take such action advance or expend funds in the performance of its duties or the exercise of its rights, at the request or direction of the Directing Parties pursuant to this Agreement or otherwise, unless the Collateral Trustee shall have been provided adequate such security and or indemnity reasonably satisfactory to the Collateral Trustee against the reasonable documented out-of-pocket costs, expenses and liabilities which may be incurred by it the Collateral Trustee in compliance with such request or direction direction. (e) Upon any application or demand by any of the Grantors (except any such application or demand which is expressly permitted to be made orally) to the Collateral Trustee to take or permit any action under any of the provisions of this Agreement or any other Trust Security Document, the Company shall furnish to the Collateral Trustee a certificate of a Responsible Officer of the Company stating that all conditions precedent, if any, provided for in this Agreement, in any other relevant Trust Security Document or in taking the Secured Instruments relating to the proposed action have been complied with, and in the case of any such actionapplication or demand as to which the furnishing of any document is specifically required by any provision of this Agreement or any other Trust Security Document relating to such particular application or demand, including such reasonable advances as additional document shall also be furnished. (f) Any Opinion of Counsel may be requested based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer of the Company provided to such counsel in connection with such opinion or representations made by a Responsible Officer of the Company in a writing filed with the Collateral Trustee. (g) The Collateral Trustee may at any time solicit written confirmatory directions from the Directing Parties, an Officers’ Certificate or an order of a court of competent jurisdiction, as to any action that it may be directed by the Directing Parties to take, or that it may propose to take in its sole discretion, in the performance of any of its obligations under this Agreement or the other Trust Security Documents. (h) No written direction given to the Collateral Trustee by the Directing Parties that in the reasonable judgment of the Collateral Trustee imposes, purports to impose or might reasonably be expected to impose upon the Collateral Trustee any obligation or liability not set forth in or arising under this Agreement and the other Trust Security Documents will be binding upon the Collateral Trustee unless the Collateral Trustee elects, at its sole option, to accept such direction. (i) To the extent not prohibited by applicable law, in no event shall the Collateral Trustee have any obligation to inquire or investigate as to the correctness, veracity, or content of any direction received from the Directing Parties. The agreements of the Grantors and Secured Parties under this Section 5.4 exculpating or otherwise protecting or authorizing the Collateral Trustee shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Trustee hereunder.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement the Collateral Trustee shall deem it necessary or desirable advisable that a matter be proved or established with respect to any Grantor in connection with the taking, suffering or omitting taking of any action hereunder by the Collateral Trustee, 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 an officer of such Grantor AWNA delivered to the Collateral Trustee, and such officers' certificate shall be full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subject, however, to the provisions of Section 6.5(b) of this Agreement. (b) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the any opinion of such counsel, accountants or other experts counsel (which may be in-house counsel for the Collateral Trustee) shall be full and complete authorization and protection in connection with respect of any action taken, omitted to be taken or suffered by Trustee it hereunder in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith 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 parties. The Collateral Trustee 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 Trustee and conforming to the requirements of this Agreement or any Collateral Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such actiondirection, including including, without limitation, such reasonable advances as may be requested by the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement the Collateral Trustee 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 TrusteeTrustee under any of the Class 4 Documents, unless otherwise provided herein or therein, such matter (unless other evidence in respect thereof is be herein or therein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible an Authorized Officer of such any Collateral Grantor delivered to the Collateral Trustee, and such certificate shall be constitute a full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subject, however, to thereon unless the provisions Collateral Trustee shall have actual knowledge of Section 6.5(b) of this Agreementany inaccuracy therein. (b) The Collateral Trustee may consult with its counselindependent counsel (excluding any employee of the Collateral Trustee, which any Collateral Guarantor or any affiliate of any Collateral Guarantor), and any opinion of such counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunder, complete authorization and protection for the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion respect of such counsel, accountants or other experts in connection with any an action taken, suffered or omitted by it hereunder or under any of the Class 4 Documents in accordance with such opinion unless the Collateral Trustee has actual knowledge or a reason to be taken question the validity or suffered by Trustee in fulfillment accuracy of its duties hereundersuch opinion or of any assumption expressed therein as the basis for such opinion. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Collateral Trust Estate from any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond bond, or other paper or document which it does not in good faith believe reasonably 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 parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed expression therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming that conform to the requirements of any Collateral Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such action, including such reasonable advances as may be requested by the Collateral TrusteeDocument.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Collateral Trust Agreement or the trusts of this Agreement Collateral Trust Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Trustee taking, suffering or omitting of any action hereunder by the Collateral Trusteeor 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 such Grantor delivered to the Collateral Trustee, and such certificate shall be full warranty warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; , subject, however, to the provisions of Section 6.5(b) of this Agreement5.05. (b) The Collateral Trustee may consult with counsel of its counselchoice, which counsel and any Opinion of Counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts complete authorization and protection in connection with the fulfillment respect of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by Trustee it hereunder or under any Collateral Trust Security Document in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Collateral Trust Agreement and the Collateral Trust Estate Security Documents from any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith 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 parties. In the absence of its own gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of any this Collateral DocumentTrust Agreement. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Collateral Trust Agreement and the Collateral Trust Security Documents, at the request or direction of the Applicable Representatives pursuant to this Collateral Trust Agreement or any Collateral Document or to otherwise take such action otherwise, unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it the Collateral Trustee in compliance with such request or direction or in taking such actiondirection, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by any of the Loan Parties (except any such application or demand which is expressly permitted to be made orally) to the Collateral Trustee to take or permit any action under any of the provisions of this Collateral Trust Agreement or any Collateral Trust Security Document, the Borrower shall furnish to the Collateral Trustee a certificate of a relevant Responsible Officer stating that all conditions precedent, if any, provided for in this Collateral Trust Agreement, in any relevant Collateral Trust Security Document or in any relevant Specified Agreement (as defined in the Collateral 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 Collateral Trust Agreement or a Collateral Trust 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 or representations made by a Responsible Officer in a writing filed with the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement the Collateral Trustee shall deem it necessary or desirable that a matter be proved or established with respect to any Grantor or any Person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Trustee, 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 such Grantor or Person delivered to the Collateral Trustee, and such certificate shall be full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subject, however, to the provisions of Section 6.5(b) of this Agreement. (b) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender and the Indenture Trustee, accountants or other experts of its choice in connection with the fulfillment of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by the Collateral Trustee in fulfillment of its duties hereunder. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction. (c) The Collateral Trustee 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 it does not in good faith 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 parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of any Shared Collateral Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Shared Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such action, including such reasonable advances as may be requested by the Collateral Trustee.

Reliance by Collateral Trustee. (ai) Whenever in the administration exercise of its rights or powers and the trusts performance of its duties under this Agreement the Collateral Trustee shall deem it reasonably 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 Trustee, 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 an Officer’s Certificate of a Responsible Officer of such any Grantor delivered to the Collateral Trustee, and such certificate Officer’s Certificate shall be full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; , subject, however, to the provisions of Section 6.5(b) of this Agreement6(e). (bii) The Collateral Trustee may, at the expense of the Grantors, request, rely on and act in accordance with Officer’s Certificates and/or Opinions of Counsel, and shall incur no liability and shall be fully protected in acting or refraining from acting in accordance with such Officer’s Certificates or Opinions of Counsel. (iii) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunderselection, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion advice of such counsel, accountants or other experts any opinion of counsel, shall be full and complete authorization and protection in connection with respect of any action taken, omitted to be taken or suffered by Trustee it hereunder in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction. (civ) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, judgment, bond or other paper or document which that it does not in good faith 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 parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of this Agreement or any Security Document. Without limitation to the foregoing, the Collateral DocumentTrustee 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. The Collateral Trustee shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers, employees or agents, unless it shall have been grossly negligent in ascertaining the pertinent facts. (dv) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement at the request or direction of the Applicable Parity Lien Representative pursuant to this Agreement or any Collateral Document or to otherwise take such action Security Document, unless the Collateral Trustee shall have been provided adequate security and indemnity satisfactory to it against the costs, expenses and liabilities which that may be incurred by it in compliance with such request or direction or in taking such actiondirection, including such reasonable advances as may be requested by the Collateral Trustee. (vi) Unless otherwise directed by the Applicable Parity Lien Representative, upon receipt by the Collateral Trustee of a written request of the Company signed by an officer (a “Security Document Order”), the Collateral Trustee is hereby authorized to execute and enter into, and if satisfactory in form to the Collateral Trustee, shall execute and enter into, without further consent of any other Secured Party, any Security Document to be executed after the date hereof. Such Security Document Order shall (i) state that it is being delivered to the Collateral Trustee pursuant to the Parity Lien Documents, and is a Security Document Order referred to in this Section 6(d)(vi), (ii) instruct the Collateral Trustee to execute and enter into such Security Document and (iii) certify that all conditions precedent under the extant Parity Lien Documents to the execution and delivery of the Security Document have been satisfied. Each of the holders of Parity Lien Obligations, by their acceptance thereof, authorize and direct the Collateral Trustee to execute such Security Documents.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement or the other Trust Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Trustee taking, suffering or omitting of any action hereunder by the Collateral Trusteeor 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 such Grantor delivered to the Collateral Trustee, and such certificate shall be full warranty warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; , subject, however, to the provisions of Section 6.5(b) of this Agreement. (b) 5.5. The Collateral Trustee may consult with its counsel, which counsel and, to the extent not prohibited by Applicable Law, any Opinion of Counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts complete authorization and protection in connection with the fulfillment respect of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by Trustee it hereunder or under any Trust Security Document in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement and the other Trust Estate Security Documents from the Directing Parties, a certificate of a Responsible Officer or any court of competent jurisdiction. (c) , 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 documents executed in connection herewith. The Collateral Trustee may rely, and shall be fully protected in acting, upon any direction, instruction, resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith has no reason to believe (without having any obligation to determine the authenticity or genuineness thereof) 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 parties. In the absence of its bad faith, gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of any Collateral Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the . The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Collateral Document and the other Trust Security Documents or to otherwise take such action advance or expend funds in the performance of its duties or the exercise of its rights, at the request or direction of the Directing Parties pursuant to this Agreement or otherwise, unless the Collateral Trustee shall have been provided adequate such security and or indemnity reasonably satisfactory to the Collateral Trustee against the costs, expenses and liabilities which may be incurred by it the Collateral Trustee in compliance with such request or direction or in taking such actiondirection, including such reasonable advances as may be requested by the Collateral Trustee. Upon any application or demand by any of the Grantors (except any such application or demand which is expressly permitted to be made orally) to the Collateral Trustee to take or permit any action under any of the provisions of this Agreement or any other Trust Security Document, the Company shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement, in any other relevant Trust Security Document or in the Secured Instruments 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 any other Trust Security Document relating to such particular application or demand, such additional document shall also be furnished. Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer provided to such counsel in connection with such opinion or representations made by a Responsible Officer in a writing filed with the Collateral Trustee. The Collateral Trustee may at any time solicit written confirmatory directions from the Directing Parties, an Officers’ Certificate or an order of a court of competent jurisdiction, as to any action that it may be directed by the Directing Parties to take, or that it may propose to take in its sole discretion, in the performance of any of its obligations under this Agreement or the other Trust Security Documents. No written direction given to the Collateral Trustee by the Directing Parties that in the reasonable judgment of the Collateral Trustee imposes, purports to impose or might reasonably be expected to impose upon the Collateral Trustee any obligation or liability not set forth in or arising under this Agreement and the other Trust Security Documents will be binding upon the Collateral Trustee unless the Collateral Trustee elects, at its sole option, to accept such direction. To the extent not prohibited by Applicable Law, in no event shall the Collateral Trustee have any obligation to inquire or investigate as to the correctness, veracity, or content of any direction received from the Directing Parties. To the extent not prohibited by Applicable Law, in no event shall the Collateral Trustee have any liability in respect of any such direction received by it and relied on with respect to any action or omission taken pursuant thereto. The agreements of the Grantors and Secured Parties under this Section 5.4 exculpating or otherwise protecting or authorizing the Collateral Trustee shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Trustee hereunder.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of under this Agreement the Collateral Trustee shall deem it necessary or desirable that a matter be proved or established with respect to any Grantor of the Grantors in connection with the taking, suffering or omitting omission of any action hereunder by the Collateral Trustee, such matter (unless other evidence in respect thereof is herein specifically prescribedprescribed under this Agreement) may be deemed to be conclusively proved provided or established by a certificate of a Responsible Officer of such Grantor Grantor(s) or any officer of the Agent or Trustee, as applicable, in each case, delivered to the Collateral Trustee, and such certificate shall be full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subject, however, to the provisions of Section 6.5(b) 3.20 of this Agreement. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Grantors, the Agent or the Trustee to the Collateral Trustee pursuant to the terms hereof shall in all cases be signed by a Responsible Officer of such Person, if such Person is a Grantor, or, otherwise, by any officer thereof. (b) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender accountants and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunderexperts, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the any opinion or advice of any such counsel, accountants or any such accountant, and any such other experts expert shall be full and complete authorization and protection in connection with respect of any action taken, omitted to be taken or suffered by the Collateral Trustee hereunder in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith has no reasonable 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 parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of this Agreement or any other Collateral Trust Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby directed to take any action under this Agreement, including, without limitation, pursuant to this AgreementSection 3.3, the Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Collateral Trust Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such actiondirection, including such reasonable advances as may be requested by the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Trust Agreement, the trusts of this Agreement Second Priority Guarantees or the Second Priority Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Trustee taking, suffering or omitting of any action hereunder by the Collateral Trusteeor thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of such Grantor Satmex or of the Indenture Trustee delivered to the Collateral Trustee, and such certificate shall be full warranty warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; , subject, however, to the provisions of Section 6.5(b) of this Agreementsubsection 8.5. (b) The Collateral Trustee may consult with counsel of its counselselection, which counsel and any Opinion or advice of Counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts complete authorization and protection in connection with the fulfillment respect of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by Trustee them hereunder or under any Second Priority Guarantee or Second Priority Security Document in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement, the Trust Estate Second Priority Guarantees and the Second Priority Security Documents from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it does not in good faith 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, to have been sent by the proper party or parties in parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of any Collateral Documentthis Trust Agreement. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the Second Priority Guarantees and the Second Priority Security Documents, at the request or direction of the Requisite Second Priority Holders pursuant to this Trust Agreement or any Collateral Document or to otherwise take such action otherwise, unless the Collateral Trustee shall have been provided adequate security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such actiondirection, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant Second Priority 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 any provision of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee. (a) The Collateral Trustee is hereby directed to execute, formalize, deliver, and perform its obligations and exercise its rights and remedies under the Common Representative Agreement, including to carry out any acts to formalize, grant and deliver the Common Representative Agreement under Mexican law and to give full legal effect thereto under the applicable Mexican laws pursuant to the written request and direction of the Company.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Agreement, the trusts of this Agreement Security Documents or any other Financing Document to which it is a party, the Collateral Trustee shall deem it necessary or desirable that any Collateral received by the Collateral Trustee is in a form acceptable to the Secured Parties or that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Trustee taking, suffering or omitting the exercise of any power, discretion or authority or any action hereunder by under this Agreement or any of the Collateral TrusteeFinancing Documents, such matter (unless other evidence in respect thereof is prescribed herein specifically prescribedor in any other Financing Document to which it is a party) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer of such Grantor Proper Instructions from the Proper Parties, delivered to the Collateral Trustee, and such certificate Proper Instructions shall be full warranty warrant and protection to the Collateral Trustee for any power, discretion, authority or action taken, suffered or omitted in reliance thereon; subject, however, to thereon and the provisions of Section 6.5(b) of this AgreementCollateral Trustee shall not be responsible for any loss occasioned thereby. (b) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender and the Indenture Trustee, accountants or other experts, and any opinion of counsel or opinion of accountants or other experts shall be full and complete authorization and protection in connection with respect of the fulfillment exercise of its duties hereunderany power, discretion or authority of the exercise of any power, discretion or authority or any action taken or suffered by the Collateral Trustee hereunder or under any other Financing Document to which it is a party (including any concern on the Collateral Trustee's part as to the composition of the Proper Parties at any time) or in accordance herewith or therewith and the Collateral Trustee shall not be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with responsible for any action taken, omitted to be taken or suffered loss occasioned by Trustee in fulfillment of its duties hereunderso acting. The Collateral Trustee shall also have the right at any time to seek instructions concerning the administration of this Agreement and any other Financing Document to which it is a party (including any concern on the Trust Estate Collateral Trustee's part as to the composition of the Proper Parties at any time) from any court of competent jurisdictionjurisdiction and to receive in advance thereof adequate security or indemnity against 139 the costs and expenses and liabilities which may be incurred by it in connection with such court proceedings in accordance with the provisions of Section 10.2(j). (c) The Collateral Trustee may rely, and shall be fully protected and indemnified hereunder in acting, upon any instruction, resolution, statement, certificate, instrument, opinion, report, noticenotice request, request consent, order, bond or other paper or document which which, in the absence of its gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, it does not in good faith believe believes to be other than genuine and to have been signed or presented by the proper party respective person or parties persons from time to time authorized by each of the Proper Parties, to sign or present on its behalf, and identified by specimen signatures previously distributed to the Collateral Trustee or, in the case of cables, telecopies and telexes, to have been sent by such authorized person or persons (collectively the proper party or parties in the absence of its gross negligence or willful misconduct, the "PROPER INSTRUCTIONS"). The Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in Proper Instructions and upon any certificates such document or opinions communication furnished to the Collateral Trustee and conforming to the requirements of this Agreement or any other Financing Document to which it is a party or, if not so conforming as approved by Proper Instructions of the Proper Party and the Collateral DocumentTrustee shall be in no way bound to call for further evidence or be responsible for any loss which may be occasioned by acting on any such Proper Instructions. Without limiting the foregoing, if the Collateral Trustee is unsure whether or not a person or persons is authorized to issue Proper Instructions, the Collateral Trustee shall always be entitled to rely and shall be fully protected in relying upon a certificate of the Administrative Agent confirming the authority of such Person or Persons. (d) If the Collateral Trustee shall at any time request further Proper Instructions from a Proper Party with respect to the exercise of any power, discretion, authority or any act or action to be taken or omitted in connection with this Agreement or any other Financing Document in respect of which the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreementpreviously received Proper Instructions from such Proper Party, the Collateral Trustee shall not be under any obligation required to exercise any of the rights power, discretion or powers vested in the Collateral Trustee by this Agreement authority or any Collateral Document take or omit to otherwise take such action unless and until it shall have received such further Proper Instructions as the Collateral Trustee shall deem appropriate in respect thereof. (e) If the Collateral Trustee shall have received Proper Instructions from the Proper Party it shall exercise any power, discretion or authority or take or omit to take any action as directed therein, and shall not be obliged to verify that such Proper Instructions comply with the terms of any of the Financing Documents, and (subject to such compliance) the Collateral Trustee shall not be responsible for any loss occasioned thereby. (f) Notwithstanding anything to the contrary in this Agreement or the Financing Documents, the Collateral Trustee shall not be deemed to have any notice or 140 knowledge of: (i) any Default or the occurrence of any other event unless and until it shall have received Proper Instructions thereof from a Proper Party (or the Administrative Agent describing such Default or other event in reasonable detail (including the date or, if not known, the estimated date of the occurrence of the relevant Default or other event) and stating whether it is still continuing; or (ii) the contents or the performance by any party thereto of any provision of any of the Financing Documents unless it shall have been provided adequate security and indemnity against specifically informed thereof by way of Proper Instructions from a Proper Party (or the costs, expenses and liabilities Administrative Agent) which may be incurred by it describes such contents or performance in compliance with such request or direction or in taking such action, including such reasonable advances as may be requested by detail to the Collateral Trustee's satisfaction.

Reliance by Collateral Trustee. (ai) Whenever in the administration exercise of its rights or powers and the trusts performance of its duties under this Agreement the Collateral Trustee shall deem it reasonably 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 Trustee, 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 such any Grantor delivered to the Collateral Trustee, and such certificate shall be full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; , subject, however, to the provisions of Section 6.5(b) of this Agreement6(e). (bii) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunderselection, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion advice of such counsel, accountants or other experts any opinion of counsel who is not an employee of the Collateral Trustee, shall be full and complete authorization and protection in connection with respect of any action taken, omitted to be taken or suffered by Trustee it hereunder in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction. (ciii) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which that it does not in good faith 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 parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of this Agreement or any Security Document. Without limitation to the foregoing, the Collateral DocumentTrustee may conclusively rely as provided in this Section 6(d) on any Officer’s Certificate provided by the Issuers 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 Issuers in respect thereof. (div) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement at the request or direction of the Applicable Parity Lien Representative pursuant to this Agreement, the Intercreditor Agreement or any Collateral Document or to otherwise take such action Security Document, unless the Collateral Trustee shall have been provided adequate security and indemnity satisfactory to it against the costs, expenses and liabilities which that may be incurred by it in compliance with such request or direction or in taking such actiondirection, including such reasonable advances as may be requested by the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement the Collateral Trustee 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 TrusteeTrustee under this Agreement or any of the other Collateral Documents, unless otherwise provided herein or therein, such matter (unless other evidence in respect thereof is be herein or therein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible an Authorized Officer of such Grantor the Grantors delivered to the Collateral Trustee, and such certificate shall be constitute a full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subject, however, to thereon unless the provisions Collateral Trustee shall have actual knowledge of Section 6.5(b) of this Agreementany inaccuracy therein. (b) The Collateral Trustee may retain and consult with its counsel, which counsel and any opinion of such counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunder, complete authorization and protection for the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion respect of such counsel, accountants or other experts in connection with any an action taken, suffered or omitted by it hereunder or under any of the other Collateral Documents in accordance with such opinion unless the Collateral Trustee has actual knowledge that such opinion is invalid or inaccurate or a reason to be taken question the validity or suffered by Trustee in fulfillment accuracy of its duties hereundersuch opinion or of any assumption expressed therein as the basis for such opinion. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond bond, or other paper or document which it does not in good faith believe reasonably 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 emails and telexestelecopies, to have been sent by the proper party or parties in parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed expression therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming that conform to the requirements of any Collateral Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any other Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such action, including such reasonable advances as may be requested by the Collateral TrusteeDocument.

Reliance by Collateral Trustee. (ai) Whenever in the administration of the trusts of this Agreement the Collateral Trustee 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 Trustee, 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 such any Grantor delivered to the Collateral Trustee, and such certificate shall be full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; , subject, however, to the provisions of Section 6.5(b) of this Agreement6(e). (bii) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunderselection, and any opinion of such counsel who is not an employee of the Collateral Trustee shall be entitled to rely on, full and shall be fully protected complete authorization and protection in acting upon, the opinion respect of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by Trustee it hereunder in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction. (ciii) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which that it does not in good faith 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 parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of this Agreement or any Security Document. Without limitation to the foregoing, the Collateral DocumentTrustee 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) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement at the request or direction of the Applicable Authorized Representative pursuant to this Agreement, the ABL Intercreditor Agreement or any Collateral Document or to otherwise take such action Security Document, unless the Collateral Trustee shall have been provided adequate security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that may be incurred by it in compliance with such request or direction or in taking such actiondirection, including such reasonable advances as may be requested by the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement the Collateral Trustee 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 TrusteeTrustee unless otherwise provided herein, 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 an Authorized Officer of such the Grantor delivered to the Collateral TrusteeTrustee and the OTS, and such certificate shall be constitute a full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subjectthereon unless (i) the Collateral Trustee shall have actual knowledge of an inaccuracy therein or (ii) the OTS shall provide contrary information with respect to such matter within 30 days of receipt thereof by the OTS, however, to in which case the provisions of Section 6.5(b) of this AgreementCollateral Trustee may conclusively rely on the information provided by the OTS. (b) The Collateral Trustee may consult with its counselindependent counsel (including, which without limitation, counsel to or any employee of the Collateral Trustee, the Grantor or any Affiliate of the Grantor), and any opinion of such counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts complete authorization and protection in connection with the fulfillment respect of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by it hereunder in accordance therewith unless the Collateral Trustee in fulfillment has actual knowledge of its duties hereundera reason to question the validity or accuracy of such opinion or of any assumptions expressed therein as the basis for such opinion. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Collateral Trust Estate or the Cash Collateral Account from any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith they reasonably 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 parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any notices, certificates or opinions furnished to the Collateral Trustee and conforming that conform to the requirements of any Collateral Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the Guaranty or the Cash Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such action, including such reasonable advances as may be requested by the Collateral TrusteeAgreement.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Collateral Trust Agreement or the trusts of this Agreement Trust Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Trustee taking, suffering or omitting of any action hereunder by the Collateral Trusteeor 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 such Grantor the Company or Controlling Party, as applicable, delivered to the Collateral Trustee, and such certificate shall be full warranty warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; , subject, however, to the provisions of Section 6.5(b) of this Agreementsubsection 5.5. (b) The Collateral Trustee may consult with its counsel, which counsel and any Opinion of Counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts complete authorization and protection in connection with the fulfillment respect of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by Trustee it hereunder or under any Trust Security Document in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right may at any time to seek solicit written confirmatory instructions concerning from the administration Controlling Party, an officer’s certificate of the Trust Estate from any a Grantor 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 Collateral Trust Agreement or any documents executed in connection herewith. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith 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 parties. In the absence of its own gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of any this Collateral DocumentTrust Agreement. (d) If the The Collateral Trustee will not be required to advance or expend any funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder unless it has been requested provided with security or is otherwise required hereby indemnity satisfactory to it against any and all liability or expense which may be incurred by it by reason of taking or continuing to take any action pursuant to this Agreement, the such action. The Collateral Trustee shall not be under any no obligation to exercise any of the rights or powers vested in it by this Collateral Trust Agreement at the request or direction of the Controlling Party pursuant to this Collateral Trust Agreement, unless such Controlling Party shall have offered to the Collateral Trustee by this Agreement security or any Collateral Document or indemnity satisfactory to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may might be incurred by it in compliance with such request or direction direction. (e) Upon any application or demand by any of the Grantors (except any such application or demand which is expressly permitted to be made orally) to the Collateral Trustee to take or permit any action under any of the provisions of this Collateral Trust Agreement or any Trust Security Document, the Company shall furnish to the Collateral Trustee a certificate of a Responsible Officer of the Company stating that all conditions precedent, if any, provided for in this Collateral Trust Agreement, in any relevant Trust Security Document or in taking the First Priority Credit Agreement, the Second Priority Credit Agreements or any Additional Debt Documents 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 Collateral Trust Agreement or a Trust Security Document relating to such particular application or demand, such additional document shall also be furnished. A copy of any such certificate referred to in the prior sentence shall be simultaneously delivered to the Controlling Party. Except for withdrawals and releases of Collateral requested under, and permitted by the terms of, Subsections 6.11(e), (f), (g) and (i) below, which releases and withdrawals shall be governed by, and effected in accordance with the terms set forth in such subsections, unless the Controlling Party shall have given telephonic notice to the Collateral Trustee, to the effect that the requested action is not permitted, prior to 5:00 p.m. (New York City time) on the second Business Day following the Collateral Trustee’s receipt of such Company or Grantor certificate (such notice to be confirmed in writing delivered by a nationally recognized overnight courier and received by the Collateral Trustee no later than 12:00 p.m. noon (New York City time) on the third Business Day following Collateral Trustee’s receipt of such certificate), the Collateral Trustee shall be authorized to take or permit the requested action, including provided that the Controlling Party shall be deemed to have approved and authorized such reasonable advances requested action if the Collateral Trustee shall not have received such notices of the Controlling Party as described in this subsection 5.4(e). A copy of any notice referred to in the parenthetical above by the Controlling Party to the Collateral Trustee shall be sent simultaneously to the Company and any applicable Grantor. (f) Any Opinion of Counsel may be requested based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer provided to such counsel in connection with such opinion or representations made by a Responsible Officer in a writing filed with the Collateral Trustee. (g) In the event there is any bona fide, good faith disagreement between the parties to this Collateral Trust Agreement or any of the documents executed in connection herewith resulting in adverse claims being made in connection with the Collateral held by the Collateral Trustee, the Collateral Trustee shall be entitled to refrain from taking any action (and will incur no liability for doing so) until directed in writing by the Controlling Party (but, in each case, the Controlling Party may only provide directions regarding such matters as it would otherwise be permitted to direct under this Collateral Trust Agreement and the Trust Security Documents) or by order of a court of competent jurisdiction.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement or, pursuant to any other Collateral Document, the Collateral Trustee 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 TrusteeTrustee unless otherwise provided herein (including, without limitation, the determination of the composition of the Required Representatives), 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 an officer or the Controller of such Grantor the Company delivered to the Collateral TrusteeTrustee and the Representatives, and such certificate shall be constitute a full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subject, however, thereon unless (i) the Collateral Trustee shall have actual knowledge of an inaccuracy therein or (ii) any Representative shall provide contrary information in writing with respect to such matter within 10 days of the provisions date of Section 6.5(b) of this Agreementsuch certificate. (b) The Collateral Trustee may consult with its independent counsel, which independent public accountants and other experts selected by it (including, counsel to or any employee of any Grantor or any affiliate of the Grantor), and any opinion of such counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts complete authorization and protection in connection with the fulfillment respect of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by it hereunder in accordance therewith unless the Collateral Trustee in fulfillment has actual knowledge of its duties hereunderthe incorrectness of such opinion or the facts upon which such opinion are stated to be based are wrong. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Collateral Trust Estate or the Collateral Account or any account established pursuant to Section 5.02 hereof from the Required Representatives or any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith believe reasonably 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 parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any notices, certificates or opinions furnished to the Collateral Trustee and conforming that conform to the requirements of any Collateral Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such action, including such reasonable advances as may be requested by the Collateral TrusteeDocument.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement or, pursuant to any other Shared Collateral Document, the Collateral Trustee 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 TrusteeTrustee unless otherwise provided herein (including, without limitation, the determination of the composition of the Required Representatives), 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 an officer or the Controller of such the Grantor delivered to the Collateral TrusteeTrustee and the Representatives, and such certificate shall be constitute a full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subjectthereon unless (i) the Collateral Trustees shall have actual knowledge of an inaccuracy therein or (ii) any Representative shall provide contrary information in writing with respect to such matter within 10 days of the date of such certificate, howeverin which case unless such Representative and the Grantor can reach agreement on such issue within a period of 10 days, the Collateral Trustee shall appoint, at the expense of the Grantor, an American Arbitration Association arbitrator (who shall be reasonably acceptable to the provisions of Section 6.5(bGrantor and such Representative) of this Agreementto resolve the dispute. (b) The Collateral Trustee may consult with its independent counsel, which independent public accountants and other experts selected by it (including, counsel to or any employee of the Grantor or any Affiliate of the Grantor, but excluding counsel to or any employee of, any Representative or any other Secured Holder (but not excluding Shearman &Sterling)) and any opinion of such counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts complete authorization and protection in connection with the fulfillment respect of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by them hereunder in accordance therewith unless such Collateral Trustee in fulfillment has actual knowledge of its duties hereundera reason to question the validity or accuracy of such opinion or of any assumptions expressed therein as the basis for such opinion. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Collateral Trust Estate or the Collateral Account or any account established pursuant to Section 5.02 from the Required Representatives or any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith believe reasonably 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 parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any notices, certificates or opinions furnished to the Collateral Trustee and conforming that conform to the requirements of any Collateral Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Shared Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such action, including such reasonable advances as may be requested by the Collateral TrusteeDocument.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement the Collateral Trustee shall deem it necessary or desirable advisable that a matter be proved or established with respect to any Grantor in connection with the taking, suffering or omitting taking of any action hereunder by the Collateral Trustee, 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 an officer of such Grantor AWNA delivered to the Collateral Trustee, and such officer's certificate shall be full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subject, however, to the provisions of Section 6.5(b) of this Agreement. (b) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the any opinion of such counsel, accountants or other experts counsel (which may be in-house counsel for the Collateral Trustee) shall be full and complete authorization and protection in connection with respect of any action taken, omitted to be taken or suffered by Trustee it hereunder in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith 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 parties. The Collateral Trustee 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 Trustee and conforming to the requirements of this Agreement or any Collateral Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such actiondirection, including including, without limitation, such reasonable advances as may be requested by the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Trust Agreement, the trusts of this Agreement Second Priority Guarantees or the Second Priority Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Trustee taking, suffering or omitting of any action hereunder by the Collateral Trusteeor thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed in the absence of actual knowledge of a Responsible Collateral Trustee Officer to the contrary to be conclusively proved or established by a certificate of a Responsible Officer of such Grantor Satmex or of the Indenture Trustee delivered to the Collateral Trustee, and such certificate shall be full warranty warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; , subject, however, to the provisions of Section 6.5(b) of this Agreementsubsection 8.5. (b) The Collateral Trustee may consult with counsel of its counselselection, which counsel and any Opinion or advice of Counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender full and the Indenture Trustee, accountants or other experts complete authorization and protection in connection with the fulfillment respect of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by Trustee them hereunder or under any Second Priority Guarantee or Second Priority Security Document in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement, the Trust Estate Second Priority Guarantees and the Second Priority Security Documents from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document (whether in its original or facsimile form) which it does not in good faith 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, to have been sent by the proper party or parties in parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of any Collateral Documentthis Trust Agreement. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Trust Agreement, the Second Priority Guarantees and the Second Priority Security Documents, at the request or direction of the Requisite Second Priority Holders pursuant to this Trust Agreement or any Collateral Document or to otherwise take such action otherwise, unless the Collateral Trustee shall have been provided adequate security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such actiondirection, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by Satmex to the Collateral Trustee to take or permit any action under any of the provisions of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document, Satmex shall furnish to the Collateral Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant Second Priority 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 any provision of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document relating to such particular application or demand, such additional document shall also be furnished to the Collateral Trustee. (f) The Collateral Trustee is hereby directed to execute, formalize, deliver, and perform its obligations and exercise its rights and remedies under the Common Representative Agreement, including to carry out any acts to formalize, grant and deliver the Common Representative Agreement under Mexican law and to give full legal effect thereto under the applicable Mexican laws pursuant to the written request and direction of the Company.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of under this Agreement the Collateral Trustee shall deem it necessary or desirable that a matter be proved or established with respect to any Grantor of the Grantors in connection with the taking, suffering or omitting omission of any action hereunder by the Collateral Trustee, such matter (unless other evidence in respect thereof is herein specifically prescribedprescribed under this Agreement) may be deemed to be conclusively proved provided or established by a certificate of a Responsible Officer of such Grantor Grantor(s) or any officer of the Agent or the Issuer Trustee or the SSC Master Trust Trustee, as applicable, in each case, delivered to the Collateral Trustee, and such certificate shall be full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subject, however, to the provisions of Section 6.5(b) 3.20 of this Agreement. Without in any way limiting the foregoing, all certificates, notices or directions required to be delivered by any of the Grantors, the Agent or any Trustee to the Collateral Trustee pursuant to the terms hereof shall in all cases be signed by a Responsible Officer of such Person, if such Person is a Grantor, or, otherwise, by any officer thereof. (b) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender accountants and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunderexperts, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the any opinion or advice of any such counsel, accountants or any such accountant, and any such other experts expert shall be full and complete authorization and protection in connection with respect of any action taken, omitted to be taken or suffered by the Collateral Trustee hereunder in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith has no reasonable 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 parties. In the absence of its gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of this Agreement or any other Collateral Trust Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby directed to take any action pursuant to under this Agreement, the Collateral Trustee shall not be under any obligation including, without limitation, pursuant to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such action, including such reasonable advances as may be requested by the Collateral Trustee.Section

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement the Collateral Trustee shall deem it necessary or desirable advisable that a matter be proved or established with respect to any Grantor in connection with the taking, suffering or omitting taking of any action hereunder by the Collateral Trustee, 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 an officer of such Grantor Warnaco delivered to the Collateral Trustee, and such officer's certificate shall be full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subject, however, to the provisions of Section 6.5(b) of this Agreement. (b) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the any opinion of such counsel, accountants or other experts counsel (which may be in-house counsel for the Collateral Trustee) shall be full and complete authorization and protection in connection with respect of any action taken, omitted to be taken or suffered by Trustee it hereunder in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith 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 parties. The Collateral Trustee 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 Trustee and conforming to the requirements of this Agreement or any Collateral other Loan Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such actiondirection, including including, without limitation, such reasonable advances as may be requested by the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of the trusts of this Agreement the Collateral Trustee shall deem it necessary or desirable advisable that a matter be proved or established with respect to any Grantor in connection with the taking, suffering or omitting taking of any action hereunder by the Collateral Trustee, 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 an officer of such Grantor Aegis delivered to the Collateral Trustee, and such officer's certificate shall be full warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; subject, however, to the provisions of Section 6.5(b) of this Agreement. (b) The Collateral Trustee may consult with its counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender and the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the any opinion of such counsel, accountants or other experts counsel (which may be in-house counsel for the Collateral Trustee) shall be full and complete authorization and protection in connection with respect of any action taken, omitted to be taken or suffered by Trustee it hereunder in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction. (c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith 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 parties. The Collateral Trustee 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 Trustee and conforming to the requirements of this Agreement or any Collateral other Loan Document. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement or any Collateral Document or to otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction or in taking such actiondirection, including including, without limitation, such reasonable advances as may be requested by the Collateral Trustee.

Reliance by Collateral Trustee. (a) Whenever in the administration of this Collateral Trust Agreement or the trusts of this Agreement Trust Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Collateral Trustee taking, suffering or omitting of any action hereunder by the Collateral Trusteeor 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 financial or other senior officer of such Grantor the Company or Controlling Party, as applicable, delivered to the Collateral Trustee, and such certificate shall be full warranty warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon; , subject, however, to the provisions of Section 6.5(b) of this Agreementsubsection 5.5. (b) The Collateral Trustee may consult with its legal counsel, which counsel shall be Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender and the Indenture Trustee, accountants any Opinion of Counsel (or other experts in connection with the fulfillment of its duties hereunder, and the Collateral Trustee shall be entitled to rely on, and shall be fully protected in acting upon, the opinion legal advice of such counsel, accountants or other experts ) shall be full and complete authorization and protection in connection with respect of any action taken, omitted to be taken or suffered by Trustee it hereunder or under any Trust Security Document in fulfillment of its duties hereunderaccordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Collateral Trust Agreement and the Trust Estate Security Documents from any court of competent jurisdiction. (c) The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request request, consent, order, bond or other paper or document which it does not in good faith 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 emails, cables, telecopies and telexes, to have been sent by the proper party or parties in parties. In the absence of its own gross negligence or willful misconduct, the Collateral Trustee 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 Trustee and conforming to the requirements of any this Collateral DocumentTrust Agreement. (d) If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Collateral Trust Agreement and the Trust Security Documents, at the request or direction of the Controlling Party pursuant to this Collateral Trust Agreement or any Collateral Document or to otherwise take such action otherwise, unless the Collateral Trustee shall have been provided adequate security and indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred by it the Collateral Trustee in compliance with such request or direction or in taking such actiondirection, including such reasonable advances as may be requested by the Collateral Trustee. (e) Upon any application or demand by any of the Grantors to the Collateral Trustee to take or permit any action under any of the provisions of this Collateral Trust Agreement or any Trust Security Document, the Company shall furnish to the Collateral Trustee a certificate of a Responsible Officer of the Company stating that all conditions precedent, if any, provided for in this Collateral Trust Agreement, in any relevant Trust Security Document or in the First Priority Debt Documents or the Junior Priority Debt Documents relating to the proposed action have been (or, substantially contemporaneously with such action, shall be) 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 Collateral Trust Agreement or a Trust 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 financial or other appropriate officer provided to such counsel in connection with such opinion or representations made by a financial or other senior officer in a writing filed with the Collateral Trustee.