Common use of Reliance by the Collateral Agent Clause in Contracts

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation 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 the Borrower and the Guarantors), 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 a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other requisite Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any instrumentnotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telecopy, telex document or teletype other writing (including any electronic message, statement, order internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or made otherwise authenticated by the proper Person Person. Whenever reference is made in this Agreement or Persons and upon advice and statements of legal counsel any other Transaction Document to any discretionary action by consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given (including counsel a direction given to the Borrower and Collateral Agent to act under the Guarantors)Transaction Documents) or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, independent accountants and decision, opinion, acceptance, use of judgment, expression of satisfaction or other experts selected exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent. The Collateral Agent may deem and treat , it is understood that in all cases that the payee of any note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Transaction Document unless it shall first receive such written instruction, advice or concurrence of the Required Lenders (oror such other number or percentage of the Lenders as shall be expressly provided for in the Transaction Documents. Notwithstanding anything else to the contrary in the Transaction Documents, if so specified by this Agreement, all the Collateral Agent may refrain from acting in accordance with any instructions or other requisite Lenders) as it deems appropriate or requests unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability liability, cost and expense that may be incurred by it by reason of taking or continuing to take any such actionaction in compliance with the instruction or request. The Collateral Agent shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this Agreement and the other Loan Documents Transaction Document in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lendersor such other number or percentage of the Lenders as shall be expressly provided for in the Transaction Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLenders.

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentnote, 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 correct in conformance with the applicable requirements (if any) of the relevant Transaction Documents 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 including, without limitation, counsel to the Borrower and the GuarantorsCompany), independent accountants and other experts selected by the Collateral Agent. The In connection with any request of the Required Holders, the Collateral Agent may deem and treat the payee shall be fully protected in relying on a certificate of any note as the owner thereof for all purposes unless a written notice Person, signed or purported to be signed by an authorized representative of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agentsuch Person. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any of the other Loan Document unless Transaction Documents (a) if such action would, in the reasonable opinion of the Collateral Agent, be contrary to law or the terms of this Agreement or any of the other Transaction Document, (b) if such action is not specifically provided for in this Agreement or any of the other Transaction Documents, it shall first receive not have received any such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other requisite Lenders) Holders 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 other Transaction Documents, it shall not first be indemnified to its reasonable satisfaction by the Lenders Company or the Purchasers against any and all liability and expense that 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 and or any of the other Loan Transaction Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders)Holders, and such request and any action taken or failure to act pursuant hereto or thereto shall be binding upon all the Lenders Purchasers. The Collateral Agent shall be entitled to rely, and all future holders shall be fully protected in relying upon, any certificate of the LoansCompany (or any paying agent, registrar or other agent of the Company) or holder of the Permitted Senior Debt as to the identity and amount of Permitted Senior Debt held by a holder of the Permitted Senior Debt.

Reliance by the 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, telecopytelegram, facsimile, telex or teletype telephone message, statementelectronic mail message, order statement or other document or conversation 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 the Borrower and the Guarantorsany Grantor), 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 a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan PA Financing Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other requisite Lenders) Notes Designee as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Note Holder and/or the Notes Designee against any and all liability and expense that 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 and the or any other Loan Documents PA Financing Transaction Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders), Notes Designee and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders Secured Parties. Anything in this Section 10.4(a) above (or the 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 Loansprovisions 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 shall not be required to execute any such amendment or waiver that affects the rights or duties of, or any fees or other amounts payable to, the Collateral Agent under this Agreement or any other PA 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, and shall be fully protected in relying, rely upon any instrumentofficer’s certificate of an authorized officer of the Borrower, writing, resolution, notice, consent, the Administrative Agent or any other relevant certificate, affidavit, letter, telecopy, telex or teletype message, statement, order notice or other document (including any cable, telegram or conversation telecopy) believed by it to be TO CREDIT AGREEMENT genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper Person or Persons Persons, and upon advice and statements of legal counsel (including counsel shall have no liability for its actions taken thereupon, unless due to the Borrower and the Guarantors), 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. The Without limiting the foregoing, the Collateral Agent may deem and treat shall be required to make payments to the payee of any note Agents, the Secured Parties or other Persons only as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agentset 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 any other Loan Document unless the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement and it shall first receive not have received any such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Administrative Agent or other requisite Lenders) 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 Lenders Credit Agreement against any and all liability and expense that 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 and the other Loan Documents in accordance with a request any Executed Withdrawal/Transfer Certificate, any Remedies Direction or other instruction of the Required Lenders Borrower or the Administrative Agent (or, if so specified by this Agreement, all Lendersin 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 request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Borrower, the Agents and all future holders 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 LoansCollateral 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, and shall be fully protected in relying, rely upon any instrumentofficer’s certificate of an authorized officer of the Borrower, writing, resolution, notice, consent, the Agent or any other relevant certificate, affidavit, letter, telecopy, telex or teletype message, statement, order notice or other document (including any cable, telegram or conversation telecopy) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper Person or Persons Persons, and upon advice and statements of legal counsel (including counsel shall have no liability for its actions taken thereupon, unless due to the Borrower and the Guarantors), 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. The Without limiting the foregoing, the Collateral Agent may deem and treat shall be required to make payments to the payee of any note Agents, the Secured Parties or other Persons only as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agentset 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 any other Loan Document unless the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement and it shall first receive not have received any such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Agent or other requisite Lenders) 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 Lenders Credit Agreement against any and all liability and expense that 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 and the other Loan Documents in accordance with a request any Executed Withdrawal/Transfer Certificate, any Remedies Direction or other instruction of the Required Lenders Borrower or the Agent (or, if so specified by this Agreement, all Lendersin 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 request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Borrower, the Agents and all future holders 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 LoansCollateral 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 Subject to the Collateral Agent’s standard of care specified in the last sentence of Section 23.1(b), the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentnote, 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 correct 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 including, without limitation, counsel to the Borrower and the GuarantorsIssuer), independent accountants and other experts selected by the Collateral Agent. The In connection with any request of the Required Noteholders, the Collateral Agent may deem and treat the payee shall be fully protected in relying on a certificate of any note as the owner thereof for all purposes unless a written notice Person, signed or purported to be signed by an Authorized Representative of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agentsuch Person. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any of the other Loan Document unless Financing Agreements (a) if such action would, in the reasonable opinion of the Collateral Agent, be contrary to Law or the terms of this Agreement or any of the other Financing Agreements, (b) if such action is not specifically provided for in this Agreement or any of the other Financing Agreements, it shall first receive not have received any such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other requisite Lenders) 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 other Financing Agreements, it shall not first be indemnified to its reasonable satisfaction by the Lenders Issuer or the Noteholders against any and all liability and expense that 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 and or any of the other Loan Documents Financing Agreements in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders)Noteholders, and such request and any action taken or failure to act pursuant hereto or thereto shall be binding upon all the Lenders Noteholders. The Collateral Agent shall be entitled to rely, and all future holders shall be fully protected in relying upon, any certificate of the LoansIssuer (or any paying agent, registrar or other agent 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 shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any instrumentnotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or made otherwise authenticated by the proper Person Person. Whenever reference is made in this Agreement or Persons and upon advice and statements of legal counsel any other Loan Document to any discretionary action by consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given (including counsel a direction given to the Borrower and Collateral Agent to act under the Guarantors)Loan Documents) or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, independent accountants and decision, opinion, acceptance, use of judgment, expression of satisfaction or other experts selected exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent. The Collateral Agent may deem and treat , it is understood that in all cases that the payee of any note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such written instruction, advice or concurrence of the Required Lenders (orNoteholders or such other number or percentage of the Purchasers as shall be expressly provided for in the Loan Documents. Notwithstanding anything else to the contrary in the Loan Documents, if so specified by this Agreement, all the Collateral Agent may refrain from acting in accordance with any instructions or other requisite Lenders) as it deems appropriate or requests unless it shall first be indemnified to its satisfaction by the Lenders Purchasers against any and all liability liability, cost and expense that may be incurred by it by reason of taking or continuing to take any such actionaction in compliance with the instruction or request. The Collateral Agent shall in all cases be fully protected by the Purchasers in acting, or in refraining from acting, under this Agreement and the other Loan Documents Document in accordance with a request of the Required Lenders Noteholders (or, if so specified by this Agreement, all Lendersor such other number or percentage of the Purchasers as shall be expressly provided for in the Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansPurchasers.

Reliance by the Collateral Agent. (a) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificatecertificate (including, without limitation, any certificate received from the Company pursuant to Sections 7.1(b) or 8.14), affidavit, letter, telecopy, telex telecopy or teletype email message, statement, order or other document or conversation 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 the Borrower and the GuarantorsGrantors), independent accountants and other experts reasonably selected by the Collateral Agent. The Collateral Agent may deem and treat the payee of any note Note as the owner thereof for all purposes unless a written such Note has been duly presented to the Company for registration of the transfer of such Note in accordance with Section 17 of the Notes and the Company has provided notice of assignment, negotiation or transfer thereof shall have been filed with to the Collateral AgentAgent of such transfer. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Note Document unless it the Collateral Agent shall first receive such advice or concurrence of the Required Lenders Majority Holders (or, if so specified by this AgreementAgreement or any other Note Document, all or other requisite LendersHolders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Holders against any and all liability and expense 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 and the other Loan Note Documents in accordance with a request of the Required Lenders Majority Holders (or, if so specified by this AgreementAgreement or any other Note Document, all LendersHolders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Holders and all future holders of the LoansHolders.

Reliance by the Collateral Agent. The Collateral Agent (to the extent indicated in Section 2.01(c)) shall be entitled to rely, and shall be fully protected in relying, rely upon any instrumentofficer’s certificate of an authorized officer of the Borrower, writing, resolution, notice, consent, the Administrative Agent or any other relevant certificate, affidavit, letter, telecopy, telex or teletype message, statement, order notice or other document (including any cable, telegram or conversation telecopy) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper Person or Persons Persons, and upon advice and statements of legal counsel (including counsel shall have no liability for its actions taken thereupon, unless due to the Borrower and the Guarantors), 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. The Without limiting the foregoing, the Collateral Agent may deem and treat shall be required to make payments to the payee of any note Agents, the Secured Parties or other Persons only as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agentset 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 any other Loan Document unless the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement and it shall first receive not have received any such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Administrative Agent or other requisite Lenders) 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 Lenders Credit Agreement against any and all liability and expense that 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 and the other Loan Documents in accordance with a request any Executed Withdrawal/Transfer Certificate, any Remedies Direction or other instruction of the Required Lenders Borrower or the Administrative Agent (or, if so specified by this Agreement, all Lendersin 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 request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Borrower, the Agents and all future holders 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 LoansCollateral 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 shall -------------------------------- be entitled to rely, and shall be fully protected and shall incur no liability in acting and relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, lettertelegram, telecopy, telex or teletype message, statement, order or other document or telephone conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons persons and upon advice and statements of legal counsel (counsel, including without limitation counsel to the Borrower and the Guarantors)Grantor, independent accountants and other experts selected by the Collateral Agent. The Without limiting the generality of the foregoing, the Collateral Agent may deem and treat the payee of any note Senior Secured Debt as the owner registered holder thereof for all purposes unless a written until it receives notice or otherwise has actual knowledge that such payee is no longer the registered holder of assignmentsuch Senior Secured Debt. Notwithstanding anything to the contrary contained herein, negotiation or transfer thereof shall have been filed with the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement Agreement, including without limitation the exercise of any rights or remedies under, or the entering into of any other Loan Document 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 such advice or concurrence instructions of the Required Lenders Noteholders (or, if so specified by this Agreement, all or other requisite Lendersas defined below) as it deems appropriate or contemplated by Section 10 hereof and it shall first be indemnified to its reasonable ---------- satisfaction by the Lenders Senior Secured Debt Purchasers against any and all liability and expense 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 and the other Loan Documents in accordance with a request the provisions of the Required Lenders (or, if so specified by this Agreement, all Lenders), Section 10(e) hereof and such request in accordance ------------- with written instructions and any action taken or any failure to act pursuant thereto shall be binding upon all the Lenders Secured Parties and all future other holders from time to time of the LoansSenior Secured Debt.

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to relyrely conclusively, and shall be fully protected in relying, upon any instrumentnote, writing, resolution, notice, consent, certificate, affidavit, report (environmental or otherwise), letter, telecopy, telex or teletype message, statement, order or other document or conversation 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 the Borrower and the GuarantorsIssuer), independent accountants and other experts selected by the Collateral Agent. The In connection with any request of the Controlling Party, the Collateral Agent may deem and treat the payee shall be fully protected in relying conclusively on a certificate of any note as the owner thereof for all purposes unless a written notice such Person, signed by an Responsible Officer of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agentsuch Person. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Financing Document (i) if such action would, in the opinion of the Collateral Agent, be contrary to law or the terms of this Agreement or any the other Loan Financing Documents, (ii) if such action is not specifically provided for in such Financing Document unless and it shall first receive not have received any such advice or concurrence of the Required Lenders (orControlling Party, if so specified by this Agreement, all or other requisite Lenders) as it deems appropriate appropriate, or (iii) if, in connection with the taking of any such action that would constitute an exercise of remedies under such Financing Document, it shall not first be indemnified to its satisfaction by the Lenders Issuer and the Controlling Party against any and all liability and expense that 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 and the other Loan Documents any Financing Document in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders)Controlling Party, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansSecured Parties.