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

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