Common use of Reliance by the Collateral Agent Clause in Contracts

Reliance by the Collateral Agent. The Collateral Agent (to the extent indicated in Section 2.01(c)) shall be entitled to rely upon any officer’s certificate of an authorized officer of the Borrower, the Administrative Agent or any other relevant certificate, notice or other document (including any cable, telegram or telecopy) believed by it to be TO CREDIT AGREEMENT genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and shall have no liability for its actions taken thereupon, unless due to the Collateral Agent’s willful misconduct or gross negligence as finally determined by a court of competent jurisdiction. Without limiting the foregoing, the Collateral Agent shall be required to make payments to the Agents, the Secured Parties or other Persons only as set forth herein. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action would, in the opinion of the Collateral Agent, be contrary to applicable law or the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement and it shall not have received any such advice or concurrence of the Administrative Agent or the Borrower as it deems appropriate or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement or the Credit Agreement, it shall not first be indemnified to its satisfaction or as required by this Agreement or the Credit Agreement against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with any Executed Withdrawal/Transfer Certificate, any Remedies Direction or other instruction of the Borrower or the Administrative Agent (in each case to the extent such Person is expressly authorized hereunder to direct the Collateral Agent to take or refrain from taking such action), and such action taken or failure to act pursuant thereto shall be binding upon the Borrower, the Agents and the Secured Parties. In the event that the Collateral Agent is required to perform any action on a particular date only following the delivery of an officer’s certificate or other document, the Collateral Agent shall be fully justified in failing to perform such action if it has not first received such officer’s certificate or other document and shall be fully justified in continuing to fail to perform such action until such time as it has received such officer’s certificate or other document.

Reliance by the Collateral Agent. The Collateral Agent (to the extent indicated in Section 2.01(c)) shall be entitled to rely rely, and shall be fully protected in relying, upon any officer’s certificate of an authorized officer of the Borrowerwriting, the Administrative Agent or any other relevant communication, signature, resolution, representation, notice, consent, certificate, notice affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document (including any cable, telegram or telecopy) conversation believed by it to be TO CREDIT AGREEMENT genuine and correct and to have been signed signed, sent or sent made by or on behalf of the proper Person or Persons, and shall have no liability for its actions taken thereuponupon advice and statements of legal counsel (including counsel to any Grantor), unless due to independent accountants and other experts selected by the Collateral Agent’s willful misconduct or gross negligence as finally determined by a court of competent jurisdiction. Without limiting the foregoing, the Collateral Agent shall be required to make payments to the Agents, the Secured Parties or other Persons only as set forth herein. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action would, in the opinion of the Collateral Agent, be contrary to applicable law or the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement and any PA Financing Transaction Document unless it shall not have received any first receive such advice or concurrence of the Administrative Agent or the Borrower Notes Designee as it deems appropriate or (c) ifand, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement or the Credit Agreementif it so requests, it shall not first be indemnified to its satisfaction or as required by this Agreement or the Credit Agreement Note Holder and/or the Notes Designee against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other PA Financing Transaction Document in accordance with any Executed Withdrawal/Transfer Certificate, any Remedies Direction a request or other instruction consent of the Borrower or the Administrative Agent (in each case to the extent such Person is expressly authorized hereunder to direct the Collateral Agent to take or refrain from taking such action), Notes Designee and such request and any action taken or failure to act pursuant thereto shall be binding upon the Borrower, the Agents and all the Secured Parties. In Anything in this Section 10.4(a) above (or the event rest of this Agreement) to the contrary notwithstanding, the Collateral Agent may not agree to any amendment of, or grant any waiver in respect of any of the provisions of, any PA Financing Transaction Document except at, and shall execute any amendment of, or waiver in respect of any of the provisions of, any PA Financing Transaction Document at, the direction of the Notes Designee (provided that the Collateral Agent is shall not be required to perform execute any action on a particular date only following such amendment or waiver that affects the delivery of an officer’s certificate rights or duties of, or any fees or other documentamounts payable to, the Collateral Agent shall be fully justified in failing to perform such action if it has not first received such officer’s certificate under this Agreement or any other document and shall be fully justified in continuing to fail to perform such action until such time as it has received such officer’s certificate or other documentPA Financing Transaction Document).

Reliance by the Collateral Agent. The Collateral Agent (to the extent indicated in Section 2.01(c)) shall be entitled to rely upon any officer’s certificate of an authorized officer of the Borrower, the Administrative Agent or any other relevant certificate, notice or other document (including any cable, telegram or telecopy) believed by it to be TO CREDIT AGREEMENT genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and shall have no liability for its actions taken thereupon, unless due to the Collateral Agent’s willful misconduct or gross negligence as finally determined by a court of competent jurisdiction. Without limiting the foregoing, the Collateral Agent shall be required to make payments to the Agents, the Secured Parties or other Persons only as set forth herein. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action would, in the opinion of the Collateral Agent, be contrary to applicable law or the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement and it shall not have received any such advice or concurrence of the Administrative Agent or the Borrower as it deems appropriate or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement or the Credit Agreement, it shall not first be indemnified to its satisfaction or as required by this Agreement or the Credit Agreement against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with any Executed Withdrawal/Transfer Certificate, any Remedies Direction or other instruction of the Borrower or the Administrative Agent (in each case to the extent such Person is expressly authorized hereunder to direct the Collateral Agent to take or refrain from taking such action), and such action taken or failure to act pursuant thereto shall be binding upon the Borrower, the Agents and the Secured Parties. In the event that the Collateral Agent is required to perform any action on a particular date only following the delivery of an officer’s certificate or other document, the Collateral Agent shall be fully justified in failing to perform such action if it has not first received such officer’s certificate or other document and shall be fully justified in continuing to fail to perform such action until such time as it has received such officer’s certificate or other document.

Reliance by the Collateral Agent. The Collateral Agent (to the extent indicated in Section 2.01(c)) shall be entitled to rely upon any officer’s certificate of an authorized officer of the Borrower, the Administrative Agent or any other relevant certificate, notice or other document (including any cable, telegram or telecopy) believed by it to be TO CREDIT AGREEMENT genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and shall have no liability for its actions taken thereupon, unless due to the Collateral Agent’s willful misconduct or gross negligence as finally determined by a court of competent jurisdiction. Without limiting the foregoing, the Collateral Agent shall be required to make payments to the Agents, the Secured Parties or other Persons only as set forth herein. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action would, in the opinion of the Collateral Agent, be contrary to applicable law or the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement and it shall not have received any such advice or concurrence of the Administrative Agent or the Borrower as it deems appropriate or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement or the Credit Agreement, it shall not first be indemnified to its satisfaction or as required by this Agreement or the Credit Agreement against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with any Executed Withdrawal/Transfer Certificate, any Remedies Direction or other instruction of the Borrower or the Administrative Agent (in each case to the extent such Person is expressly authorized hereunder to direct the Collateral Agent to take or refrain from taking such action), and such action taken or failure to act pursuant thereto shall be binding upon the Borrower, the Agents and the Secured Parties. In the event that the Collateral Agent is required to perform any action on a particular date only following the delivery of an officer’s certificate or other document, the Collateral Agent shall be fully justified in failing to perform such action if it has not first received such officer’s certificate or other document and shall be fully justified in continuing to fail to perform such action until such time as it has received such officer’s certificate or other document.

Reliance by the Collateral Agent. The Collateral Agent (to the extent indicated in Section 2.01(c)) shall be entitled to rely upon any officer’s certificate of an authorized officer of the Borrower, the Administrative Agent or any other relevant certificate, notice or other document (including any cable, telegram or telecopy) believed by it to be TO CREDIT AGREEMENT genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and shall have no liability for its actions taken thereupon, unless due Subject to the Collateral Agent’s willful misconduct or gross negligence as finally determined by a court standard of competent jurisdiction. Without limiting care specified in the foregoinglast sentence of Section 23.1(b), the Collateral Agent shall be required entitled to make payments rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and in conformance with the applicable requirements (if any) of the relevant Financing Agreement and to have been signed, sent or made by the representative of the proper Person or Persons concerned and upon advice and statements of legal counsel (including, without limitation, counsel to the AgentsIssuer), independent accountants and other experts selected by the Collateral Agent. In connection with any request of the Required Noteholders, the Secured Parties Collateral Agent shall be fully protected in relying on a certificate of any Person, signed or other Persons only as set forth hereinpurported to be signed by an Authorized Representative of such Person. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any of the other Financing Agreements (a) if such action would, in the reasonable opinion of the Collateral Agent, be contrary to applicable law Law or the terms of this AgreementAgreement or any of the other Financing Agreements, (b) if such action is not specifically provided for in this Agreement and or any of the other Financing Agreements, it shall not have received any such advice or concurrence of the Administrative Agent or the Borrower Required Noteholders as it deems appropriate appropriate, or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement or any of the Credit Agreementother Financing Agreements, it shall not first be indemnified to its reasonable satisfaction or as required by this Agreement the Issuer or the Credit Agreement Noteholders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction (provided that if a Noteholder that is an Institutional Investor with a minimum net worth of at least $50,000,000 undertakes to provide such indemnification, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory). The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any of the other Financing Agreements in accordance with any Executed Withdrawal/Transfer Certificate, any Remedies Direction or other instruction a request of the Borrower or the Administrative Agent (in each case to the extent such Person is expressly authorized hereunder to direct the Collateral Agent to take or refrain from taking such action)Required Noteholders, and such request and any action taken or failure to act pursuant hereto or thereto shall be binding upon all the Borrower, the Agents and the Secured PartiesNoteholders. In the event that the Collateral Agent is required to perform any action on a particular date only following the delivery of an officer’s certificate or other document, the The Collateral Agent shall be fully justified in failing entitled to perform such action if it has not first received such officer’s certificate or other document rely, and shall be fully justified protected in continuing to fail to perform such action until such time as it has received such officer’s relying upon, any certificate of the Issuer (or any paying agent, registrar or other documentagent of the Issuer) or holder of Senior Debt as to the identity and amount of Senior Debt held by any holder of Senior Debt.

Reliance by the Collateral Agent. The Collateral Agent (to the extent indicated in Section 2.01(c)) shall -------------------------------- be entitled to rely rely, and shall be fully protected and shall incur no liability in acting and relying, upon any officer’s certificate of an authorized officer of the Borrowerwriting, the Administrative Agent or any other relevant resolution, notice, consent, certificate, notice affidavit, telegram, telecopy, telex or teletype message, statement, order or other document (including any cable, telegram or telecopy) telephone conversation reasonably believed by it to be TO CREDIT AGREEMENT genuine and correct and to have been signed signed, sent or sent made by or on behalf of the proper Person person or Personspersons and upon advice and statements of legal counsel, including without limitation counsel to the Grantor, independent accountants and shall have no liability for its actions taken thereupon, unless due to other experts selected by the Collateral Agent’s willful misconduct or gross negligence as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Collateral Agent shall be required to make payments may treat the payee of any Senior Secured Debt as the registered holder thereof until it receives notice or otherwise has actual knowledge that such payee is no longer the registered holder of such Senior Secured Debt. Notwithstanding anything to the Agentscontrary contained herein, the Secured Parties or other Persons only as set forth herein. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action wouldAgreement, in including without limitation the opinion exercise of the Collateral Agentany rights or remedies under, be contrary to applicable law or the terms entering into of any agreement amending, modifying, supplementing, waiving any provision of, or the giving of consent pursuant to, any provision of this Agreement, unless it shall first receive instructions of the Required Noteholders (bas defined below) if such action is not specifically provided for in this Agreement as contemplated by Section 10 hereof and it shall not have received any such advice or concurrence of the Administrative Agent or the Borrower as it deems appropriate or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement or the Credit Agreement, it shall not first be indemnified to its reasonable ---------- satisfaction or as required by this Agreement or the Credit Agreement Senior Secured Debt Purchasers against any and all liability and expense which that may be incurred by it by reason of taking or taking, continuing to take or refraining from taking any such action. For the purpose hereof, the "Required Noteholders" shall mean, at any time, the -------------------- holders of at least 51% of the aggregate outstanding principal amount of the Senior Secured Debt. The Collateral Agent shall in all such cases be fully protected in acting, acting or in refraining from acting, acting under this Agreement in accordance with the provisions of Section 10(e) hereof and in accordance ------------- with written instructions and any Executed Withdrawal/Transfer Certificate, any Remedies Direction or other instruction of the Borrower or the Administrative Agent (in each case to the extent such Person is expressly authorized hereunder to direct the Collateral Agent to take or refrain from taking such action), and such action taken or any failure to act pursuant thereto shall be binding upon the Borrower, the Agents and all the Secured Parties. In Parties and all other holders from time to time of the event that the Collateral Agent is required to perform any action on a particular date only following the delivery of an officer’s certificate or other document, the Collateral Agent shall be fully justified in failing to perform such action if it has not first received such officer’s certificate or other document and shall be fully justified in continuing to fail to perform such action until such time as it has received such officer’s certificate or other documentSenior Secured Debt.