Common use of Right Not to Follow Certain Instructions Clause in Contracts

Right Not to Follow Certain Instructions. Notwithstanding clause (a) above, the Collateral Agent shall not be required to take, or omit to take, any action (i) unless, (A) upon demand, the Collateral Agent receives assurance of indemnification satisfactory to it from CT Legacy Holdings, LLC or (B) in connection with a direction from the Holder to exercise remedies, the Collateral Agent determines, in its sole discretion, that the Proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Collateral Agent under this Agreement, shall be sufficient against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against the Collateral Agent or (ii) that is, in the opinion of the Collateral Agent or its counsel, contrary to the terms hereof or applicable requirements of law.

Right Not to Follow Certain Instructions. Notwithstanding clause (a) above, the Collateral Agent shall not be required to take, or to omit to take, any action (i) unless, (A) upon demand, the Collateral Agent receives assurance of an indemnification satisfactory to it from CT Legacy Holdingsthe Noteholders (or, LLC or (B) in connection with a direction from to the Holder extent applicable and acceptable to exercise remediesCollateral Agent, the Collateral Agent determines, in its sole discretion, that the Proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Collateral Agent under this Agreement, shall be sufficient Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against the Collateral Agent or any Affiliate thereof or (ii) that is, in the opinion of the Collateral Agent or its counsel, contrary to the terms hereof any Transaction Document or applicable requirements law. Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action under the provisions of lawany Transaction Documents or any related documents, except upon the written instruction of the Required Noteholders.