Common use of Reliance by Collateral Agent Clause in Contracts

Reliance by Collateral Agent. Collateral Agent may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or direction.

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

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, or refraining to actupon any writing, uponcommunication, any signature, resolution, statementrepresentation, notice, consent, certificate, instrumentaffidavit, opinionletter, reporttelegram, noticefacsimile, requesttelex or telephone message, consent, order, bond statement or other paper document or document that conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party person or parties orpersons, in and upon advice and statements of legal counsel (including counsel to the case of cablesCompany), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively rely, as shall be fully justified in failing or refusing to the truth of the statements and the correctness of the opinions expressed therein, upon take any certificates action under or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or in connection with any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion Documents unless it shall first receive such advice or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration concurrence of the Collateral from any court holder or holders of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any at least 67% of the rights or powers granted aggregate principal amount of the Notes then outstanding (the "Required Note Holders") as it deems appropriate and, if it so requests, it shall first be indemnified to Collateral Agent its satisfaction by this Agreement the holders of the Notes against any and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security all liability and indemnity against the costs, expenses and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in compliance all cases be fully protected in acting, or in refraining from acting, under or in connection with any of the Collateral Documents in accordance with a request or consent of the Required Note Holders, and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the holders of the Notes. Where this Section 14 expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Collateral Agent shall, and in all other instances, the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the holders of the Notes.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, or refraining to actupon any writing, uponcommunication, any signature, resolution, statementrepresentation, notice, consent, certificate, instrumentaffidavit, opinionletter, reporttelegram, noticefacsimile, requesttelex or telephone message, consentelectronic mail message, order, bond statement or other paper document or document that conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons, in the case and upon advice and statements of cableslegal counsel (including counsel to any Obligor Party), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. The Collateral Agent shall have the right at be fully justified in failing or refusing to take any time to seek instructions concerning the administration action hereunder unless it shall first receive such advice or concurrence of the Collateral from any court number or percentage of competent jurisdiction. Collateral Agent Lender Parties and/or Note Parties as it deems appropriate and, if it so requests, it shall not first be under any obligation indemnified to exercise any of its satisfaction by the rights or powers granted to Collateral Agent by this Agreement Lender Parties and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security Note Parties against any and indemnity against the costs, expenses all liability and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in compliance all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request or consent of a majority of the Lender Parties and/or Note Parties, voting as separate classes (or such greater number of Lender Parties and/or Note Parties as may be expressly required hereby in any instance) and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Lender Parties and all the Note Parties.

Reliance by Collateral Agent. The Collateral Agent may relyshall be entitled to rely upon, and shall be fully protected in acting, or refraining to act, not incur any liability for relying upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, certificate, consent, orderstatement, bond instrument, document or other paper writing (including any electronic message, Internet or document that intranet website posting or other distribution) believed by it has no reason to believe to be other than genuine and to have been signed signed, sent or presented otherwise authenticated by the proper party Person. The Collateral Agent also may rely upon any statement made to it orally or parties or, in the case of cables, telecopies by telephone and telexes, believed by it to have been sent made by the proper party or partiesPerson, and shall not incur any liability for relying thereon. In the absence of its gross negligence or willful misconduct, Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. The Collateral Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, and any opinion accountants or legal advice of such counsel shall be full and complete authorization and protection experts. Whenever reference is made in respect of this Agreement to any action takenby, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not taken to be) suffered or suffered omitted by the Collateral Agent hereunder or under to any Loan Documents election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in accordance therewith. all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such advice or concurrence of the right at any time to seek instructions concerning Applicable Authorized Second Lien Representative (with the administration consent of the requisite number of holders of the applicable Second Lien Obligations specified in the relevant Second Lien Document), as it deems appropriate. This provision is intended solely for the benefit of the Collateral from Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any court of competent jurisdiction. Collateral Agent shall not be under defense, claim or counterclaim, or confer any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directionbenefits on any party hereto.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may relyconsult with legal counsel (who may include, but shall not be limited to counsel for the Borrower or counsel for the Administrative Agent), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Secured Credit Document unless it shall first receive such advice or concurrence of the Applicable Authorized Representative or the majority or such other amount of the Controlling Secured Parties as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the First Lien Secured Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining to actfrom acting, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan under this Agreement or any other Secured Credit Document in accordance with a request or consent of the other Loan Documents. Collateral Agent Applicable Authorized Representative or the majority of the Controlling Secured Parties (or such greater number of Lenders as may consult with counsel, be expressly required hereby in any instance) and such request and any opinion action taken or legal advice of such counsel failure to act pursuant thereto shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have binding upon all the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directionLenders.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesCredit Parties), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively rely, as to deem and treat the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect payee of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Note as the owner thereof for all purposes unless the Collateral Agent shall have the right at actual notice of any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdictiontransferee. The Collateral Agent shall not be fully justified in failing or refusing to take any action under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at unless it shall first receive such advice or concurrence of the request Required Lenders (or, when expressly required hereby, all the Lenders) as it deems appropriate or direction of it shall first be indemnified to its satisfaction by the Lenders unless Collateral Agent shall have been provided by Lenders with adequate security against any and indemnity against the costs, expenses all liability and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Collateral Agent shall in compliance all cases be fully protected from Lenders in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Lenders and all future Lenders.

Reliance by Collateral Agent. The Applicable Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, or refraining to actupon any writing, uponcommunication, any signature, resolution, statementrepresentation, notice, consent, certificate, instrumentaffidavit, opinionletter, reporttelegram, noticefacsimile, requesttelex or telephone message, consentelectronic mail message, order, bond statement or other paper document or document that conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons, in and upon advice and statements of legal counsel (including counsel to the case of cablesCompany, telecopies any Grantor or any Senior Priority Secured Party), independent accountants and telexes, to have been sent other experts selected by the proper party or partiesApplicable Collateral Agent. In the absence of its gross negligence or willful misconduct, Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. The Applicable Collateral Agent shall have the right at be fully justified in failing or refusing to take any time to seek instructions concerning the administration action under any Secured Credit Document unless it shall first receive such advice or concurrence of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any Applicable Authorized Representative or the majority or such other amount of the rights or powers granted Controlling Secured Parties as it deems appropriate and, if it so requests, it shall first be indemnified to Collateral Agent its satisfaction by this Agreement the Senior Priority Secured Parties against any and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security all liability and indemnity against the costs, expenses and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action. The Applicable Collateral Agent shall in compliance all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Secured Credit Document in accordance with a request or consent of the Applicable Authorized Representative or the majority of the Controlling Secured Parties (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons, in the case and upon advice and statements of cableslegal counsel (including, telecopies and telexeswithout limitation, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, Collateral Agent may conclusively rely, as counsel to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement Company or any of the Subsidiaries), independent accountants and other Loan Documentsexperts selected by the Collateral Agent. The Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection fully justified in respect of failing or refusing to take any action taken, not taken under this Agreement or suffered by Collateral Agent any other Senior Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or the Lenders hereunder otherwise required to give consent to any action hereunder or under any other Senior Loan Documents in accordance therewithDocument) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. As between the Collateral Agent and the Lenders, the Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral in all cases be fully protected in acting, or in refraining from any court of competent jurisdiction. Collateral Agent shall not be acting, under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Senior Loan Documents at in accordance with a request of the request Required Lenders (or direction of the Lenders unless Collateral Agent shall have been provided by Lenders with adequate security hereunder otherwise required to give consent to any action hereunder or under any other Senior Loan Document), and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request and any action taken or directionfailure to act pursuant thereto shall be binding upon the Lenders.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesBorrower), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively rely, as to deem and treat the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect payee of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Note as the owner thereof for all purposes unless the Collateral Agent shall have the right at actual notice of any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdictiontransferee. The Collateral Agent shall not be fully justified in failing or refusing to take any action under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at unless it shall first receive such advice or concurrence of the request Required Lenders (or, when expressly required hereby, all the Lenders) as it deems appropriate or direction of it shall first be indemnified to its satisfaction by the Lenders unless Collateral Agent shall have been provided by Lenders with adequate security against any and indemnity against the costs, expenses all liability and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Collateral Agent shall in compliance all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Lenders and all future Lenders.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, bank wire, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that unwritten conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case Company or any of cablesits Subsidiaries), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively relydeem and treat the payee of any Debenture as the owner thereof for all purposes unless a written notice of assignment, as negotiation or transfer thereof shall have been filed with the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to the truth take any action under any Collateral Security Document unless it shall first receive such advice or concurrence of the statements and the correctness Purchasers holding more than fifty percent (50%) of the opinions expressed therein, upon then outstanding aggregate principal amount of the Debentures (the "Required Purchasers") as it deems appropriate or it shall first be indemnified to its satisfaction by the Purchasers against any certificates and all liability and expense which may be incurred by it by reason of taking or opinions furnished continuing to take any such action. The Collateral Agent and conforming to shall in all cases be fully protected in acting, or in refraining from acting, under the requirements Collateral Security Documents in accordance with a request of the Loan Agreement Required Purchasers, and such request and any action taken or any failure to act pursuant thereto shall be binding upon all the Purchasers and all future holders of the other Loan DocumentsDebentures. The Collateral Agent may consult with legal counsel, independent accountants and other experts selected by it and shall not be liable for any opinion action taken or legal omitted to be taken by it in good faith in accordance with the advice of such counsel shall be full and complete authorization and protection in respect of any action takencounsel, not taken accountants or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directionexperts.

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

Reliance by Collateral Agent. Collateral Agent may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement, the Loan Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or direction.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesBorrower), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively rely, as to deem and treat the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect payee of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance therewithwith Section 14.1. The Collateral Agent shall have the right at be fully justified in failing or refusing to take any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be action under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at unless it shall first receive such advice or concurrence of the request Required Lenders as it deems appropriate or direction of it shall first be indemnified to its satisfaction by the Lenders unless Collateral Agent shall have been provided by Lenders with adequate security against any and indemnity against the costs, expenses all liability and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in compliance all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes in accordance with a request of the Required Lenders, and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes.

Reliance by Collateral Agent. Collateral Agent may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement, the Loan Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or direction.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Obligors), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may deem and treat the payee of any note as the owner thereof for all purposes unless the Collateral Agent shall have actual notice of any transferee. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Security Agreement unless it shall first receive such advice or concurrence of the Required Secured Parties (or, in when expressly required hereby, all the case of cables, telecopies and telexes, Secured Parties) as it deems appropriate or it shall first be indemnified to have been sent its satisfaction by the proper party Secured Parties against any and all liability and expense which may be incurred by it by reason of taking or parties. In the absence of continuing to take any such action except for its own gross negligence or willful misconduct, Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration in all cases be fully protected in acting, or in refraining from acting, under this Security Agreement in accordance with a request of the Collateral from Required Secured Parties (or, when expressly required hereby, all the Secured Parties), and such request and any court of competent jurisdiction. Collateral Agent action taken or failure to act pursuant thereto shall not be under any obligation to exercise any binding upon all the Secured Parties and all future holders of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directionSecured Obligations.

Reliance by Collateral Agent. The Collateral Agent shall be entitled ---------------------------- to rely upon any certificate, notice or other document (including any cable, telegram, telecopy or telex) reasonably believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons and need not investigate any fact or matter stated in any such document. The Collateral Agent shall be entitled to rely upon any judicial order or judgment, upon any advice or statements of legal counsel, independent consultants and other experts selected by it in good faith or upon any certification, instruction, notice or other writing delivered to it by the Issuer in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof. The Collateral Agent may relyact in reliance upon any such instrument comporting with the provisions of this Agreement or any signature reasonably believed by it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. As to any matters not expressly provided for by this Agreement, the Security Documents or the other Transaction Documents to which the Collateral Agent is a party, the Collateral Agent shall not be required to take any action or exercise any discretion, but shall be required to act or to refrain from acting upon instructions of the Intercreditor Agent (acting pursuant to the Intercreditor Agreement) and shall in all such cases be fully protected in acting, or in refraining to actfrom acting, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan of the Security Documents or any other Transaction Documents to which the Collateral Agent is a party in accordance therewith. Collateral Agent shall have the right at any time to seek with such instructions concerning the administration of the Collateral from Intercreditor Agent (acting pursuant to the Intercreditor Agreement), and any court of competent jurisdiction. Collateral Agent action taken or failure to act pursuant thereto shall not be under any obligation to exercise any binding on all of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directionSecured Parties.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely upon any certificate, notice or other document (including any cable, telegram, telecopy or telex) reasonably believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons and need not investigate any fact or matter stated in any such document. The Collateral Agent shall be entitled to rely upon any judicial order or judgment, upon any advice or statements of legal counsel, independent consultants and other experts selected by it in good faith or upon any certification, instruction, notice or other writing delivered to it by the Partnership or the Funding Corporation in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof. The Collateral Agent may relyact in reliance upon any such instrument comporting with the provisions of this Agreement or any signature reasonably believed by it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. As to any matters not expressly provided for by this Agreement, the Senior Security Documents or the other Transaction Documents to which the Collateral Agent is a party, the Collateral Agent shall not be required to take any action or exercise any discretion, but shall be required to act or to refrain from acting upon instructions of the Intercreditor Agent (acting pursuant to the Intercreditor Agreement) and shall in all such cases be fully protected in acting, or in refraining to actfrom acting, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan of the Senior Security Documents or any other Transaction Documents to which the Collateral Agent is a party in accordance therewith. Collateral Agent shall have the right at any time to seek with such instructions concerning the administration of the Collateral from Intercreditor Agent (acting pursuant to the Intercreditor Agreement), and any court of competent jurisdiction. Collateral Agent action taken or failure to act pursuant thereto shall not be under any obligation to exercise any binding on all of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or directionSenior Secured Parties.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certification, affidavit, letter, cablegram, telegram, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesCompany), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively rely, as to deem and treat the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect payee of any action takenNote as the owner thereof for all purposes unless a written notice of assignment, not taken negotiation or suffered by transfer thereof shall have been filed with the Collateral Agent hereunder or under any Loan Documents in accordance therewithAgent. The Collateral Agent shall have the right at be fully justified in failing or refusing to take any time to seek instructions concerning the administration action hereunder unless it shall first receive such advice or concurrence of the Collateral from Lender or it shall first be indemnified to its satisfaction by the Lender against any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at the request or direction of Lenders unless Collateral Agent shall have been provided by Lenders with adequate security all liability and indemnity against the costs, expenses and liabilities that expense which may be incurred by it by reason of taking or continuing to take any action (other than liability and expense arising out of the Collateral Agent's negligence, lack of good faith, or willful misconduct). The Collateral Agent shall in compliance all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with a request of the Lender absent negligence, lack of good faith or willful misconduct on the part of the Collateral Agent in the method in which it acts or refrains from acting in accordance therewith, and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon the Lender.

Reliance by Collateral Agent. The Collateral Agent may shall be entitled to rely, and shall be fully protected in actingrelying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or refraining to act, upon, any resolutionteletype message, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper document or document that conversation believed by it has no reason to believe to be other than genuine and correct and to have been signed signed, sent or presented made by the proper party Person or parties orPersons and upon advice and statements of legal counsel (including, in without limitation, counsel to the case of cablesLoan Parties), telecopies independent accountants and telexes, to have been sent other experts selected by the proper party or partiesCollateral Agent. In the absence of its gross negligence or willful misconduct, The Collateral Agent may conclusively rely, as to deem and treat the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect payee of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewith. Note as the owner thereof for all purposes unless the Collateral Agent shall have the right at actual notice of any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdictiontransferee. The Collateral Agent shall not be fully justified in failing or refusing to take any action under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Loan Documents at unless it shall first receive such advice or concurrence of the request Required Lenders (or, when expressly required hereby, all the Lenders) as it deems appropriate or direction of it shall first be indemnified to its satisfaction by the Lenders unless Collateral Agent shall have been provided by Lenders with adequate security against any and indemnity against the costs, expenses all liability and liabilities that expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Collateral Agent shall in compliance all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or directionfailure to act pursuant thereto shall be binding upon all the Lenders and all future Lenders.

Reliance by Collateral Agent. The Collateral Agent may relyshall be entitled to rely conclusively upon, and shall be fully protected in acting, or refraining to act, not incur any liability for relying upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, certificate, consent, orderstatement, bond instrument, document or other paper or document that writing believed by it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconductPerson, Collateral Agent may conclusively relynot only as to due execution, validity and effectiveness, but also as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect accuracy of any action taken, not taken or suffered by Collateral Agent hereunder or under any Loan Documents in accordance therewithinformation contained therein. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. The Collateral Agent shall not be under responsible for the content or accuracy of any obligation such writings provided to exercise the Collateral Agent, and shall not be required to recalculate, certify, or verify any information contained therein. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon and each of the rights Pledgor and the Secured Parties hereby waives the right to dispute the Collateral Agent’s record of such statement, except in the case of gross negligence or powers granted to willful misconduct by the Collateral Agent. The Collateral Agent by this Agreement and the other Loan Documents may, at the request expense of the Pledgor, consult with legal counsel (who may be counsel for the Pledgor), independent accountants and other experts selected by it, and shall not be liable for any action taken or direction not taken by it in accordance with the advice of Lenders unless any such counsel, accountants or experts. The Collateral Agent may, at the expense of the Pledgor, request, rely on and act in accordance with, and shall be protected in relying on, officer’s certificates and opinions of counsel in form and substance acceptable to the Collateral Agent. The Collateral Agent may deem and treat the payee of any note or Equity Security as the registered holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been provided by Lenders filed with adequate security and indemnity against a Responsible Officer of the costs, expenses and liabilities that may be incurred by it in compliance with such request or directionCollateral Agent.