Common use of Reliance by Collateral Agent Clause in Contracts

Reliance by Collateral Agent. Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower), independent accountants and other experts selected by Collateral Agent. As between Collateral Agent and Lenders. Collateral Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of all Lenders as it deems appropriate and if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of all Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrowerthe Company or any of its Affiliates), independent accountants and other experts selected by the Collateral Agent. As between Collateral Agent and Lenders. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Loan Security Document unless it shall first receive such advice or concurrence of all the Majority Lenders as it deems appropriate and and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Security Document in accordance with a request or consent of all the Majority Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to Borrowerthe Grantor or any of its Subsidiaries), independent accountants and other experts selected by Collateral Agent. As between the Collateral Agent and Lenderswith reasonable care. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Loan Document this Agreement, or the Debenture Documents unless it shall first receive such advice or concurrence of all Lenders a Designated Investor Majority as it deems appropriate and if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Secured Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, or any other Loan Document the Debenture Documents in accordance with a request or consent of all Lenders a Designated Investor Majority, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersSecured Parties and all future holders of the Secured Obligations.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrowerthe Company or any Subsidiary), independent accountants and other experts selected by the Collateral Agent. As between Collateral Agent and Lenders. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Loan Collateral Document unless it shall first receive such advice or concurrence of all Lenders the Holders of a majority in aggregate principal amount of the Notes as it deems appropriate and and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Secured Parties (other than the Trustee and Collateral Agent) 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 Loan Collateral Document in accordance with a request or consent of all Lenders the requisite number of Holders required by the Indenture and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersSecured Parties.

Reliance by Collateral Agent. Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to a Borrower), independent accountants and other experts selected by Collateral Agent. As between Collateral Agent and Lenders. Collateral Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of all Lenders as it deems appropriate and and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of all Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by Collateral Agent. The Collateral Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to Borrowerany of the Other Parties), independent accountants and other experts selected by the Collateral Agent. As between Collateral Agent and Lenders. The Collateral Agent shall in all cases be fully justified in failing or refusing to take any action under any Loan Document of the Facility Documents or any other document furnished in connection therewith unless it shall first receive such advice or concurrence of the Secured Creditors or all Lenders of them, as applicable, as it deems appropriate and if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Secured Creditors against any and all liability liability, cost 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 Loan Document the Facility Documents, in accordance with a request or consent of all Lenders and such request and any action taken or failure Triple-A made pursuant to act pursuant thereto shall be binding upon all the LendersFacility Documents.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Collateral Agent. As between Collateral Agent and Lenders. The Collateral Agent shall be fully justified in failing or refusing to take or continue to take any action under this Agreement or any Loan other Credit Document unless it shall first receive such advice or concurrence of all Lenders the Bank as it deems appropriate and if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Bank 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 and the other Loan Document Credit Documents in accordance with a request or consent of all Lenders the Bank, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersBank.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Personspersons, and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Collateral Agent. As between Collateral Agent and Lenders. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan Borrower Document unless it shall first receive such advice or concurrence of all Lenders the Majority in Interest as it deems appropriate and and, if it so requests, it shall first be indemnified jointly and severally to its satisfaction by the Lenders Majority in Interest 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 Loan Borrower Document in accordance with a request or consent of all Lenders the Majority in Interest and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

Reliance by Collateral Agent. Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to BorrowerBorrowers), independent accountants and other experts selected by Collateral Agent. As between Collateral Agent and Lenders. , Collateral Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of all Lenders as it deems appropriate and and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of all Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to Borrower)counsel, independent accountants and other experts selected by the Collateral Agent. As between Collateral Agent and Lenders. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan Collateral Document unless it shall first receive such advice or concurrence of all such Lenders as it deems appropriate and if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Purchaser against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Collateral Documents in accordance with a request or consent of all Lenders the Required Lender, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersLenders and all future holders of the affected Obligations.

Reliance by Collateral Agent. Collateral Agent, as between Collateral Agent and Lenders, shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower), independent accountants and other experts selected by Collateral Agent. As between Collateral Agent and Lenders. Collateral Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of all Lenders as it deems appropriate and and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of all Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to relyrely conclusively, and shall be fully protected in so relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower)counsel, independent accountants and other experts selected by the Collateral Agent. As between Collateral Agent and Lenders. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless this Agreement (i) if such action would, in the opinion of the Collateral Agent (upon consultation with counsel), be contrary to applicable Law or the terms of this Agreement, (ii) if such action is not specifically provided for in this Agreement and it shall first receive not have received such written advice or concurrence of all Lenders the Required Secured Parties, in each case as it the Collateral Agent deems appropriate and appropriate, (iii) unless, if it so requests, it such Collateral Agent shall first be indemnified to its satisfaction by the Lenders Secured Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a written request or written consent of all Lenders the Required Secured Parties, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the LendersSecured Parties.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Personspersons, and upon advice and statements of legal counsel (including counsel to Borrowerthe Company or Prism), independent accountants and other experts selected by the Collateral Agent. As between Collateral Agent and Lenders. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Transaction Document unless it shall first receive such advice or concurrence of all Lenders the Majority Buyers as it deems appropriate and and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Buyers 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 Loan Transaction Document in accordance with a request or consent of all Lenders the Majority Buyers and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the LendersBuyers. “Majority Buyers” means at any time a Buyer or Buyers then holding in excess of 50%of the then aggregate unpaid principal amount of the Notes.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to relyrely conclusively, and shall be fully protected in so relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower)counsel, independent accountants and other experts selected by the Collateral Agent. As between Collateral Agent and Lenders. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Loan Security Document unless (i) if such action would, in the opinion of the Collateral Agent (upon consultation with counsel), be contrary to applicable Law or the terms of any Security Document, (ii) if such action is not specifically provided for in the Security Documents and it shall first receive not have received such written advice or concurrence of all Lenders the Required Waiver Lenders, in each case as it the Collateral Agent deems appropriate and appropriate, (iii) unless, if it so requests, it such Collateral Agent shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document the Security Documents in accordance with a written request or written consent of all Lenders the Required Waiver Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.. 11.4

Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Personspersons, and upon advice and statements of legal counsel (including counsel to Borrowerthe Company or Newco), independent accountants and other experts selected by the Collateral Agent. As between Collateral Agent and Lenders. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Transaction Document unless it shall first receive such advice or concurrence of all Lenders the Majority Buyers as it deems appropriate and and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Buyers 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 Loan Transaction Document in accordance with a request or consent of all Lenders the Majority Buyers and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the LendersBuyers. “Majority Buyers” means at any time a Buyer or Buyers then holding in excess of 50%of the then aggregate unpaid principal amount of the Notes.