OF COMPETENT
JURISDICTION, AS TO ANY ACTION THAT IT MAY BE REQUESTED OR REQUIRED TO TAKE, OR
THAT IT MAY PROPOSE TO TAKE, IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER
THIS COLLATERAL TRUST AGREEMENT OR ANY DOCUMENTS EXECUTED IN CONNECTION
HEREWITH.
(C)
THE COLLATERAL TRUSTEE MAY RELY, AND SHALL BE FULLY PROTECTED IN
ACTING, UPON ANY RESOLUTION, STATEMENT, CERTIFICATE, INSTRUMENT, OPINION,
REPORT, NOTICE, REQUEST, CONSENT, ORDER, BOND OR OTHER PAPER OR DOCUMENT WHICH
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 OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE COLLATERAL TRUSTEE 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 THE
COLLATERAL TRUSTEE AND CONFORMING TO THE REQUIREMENTS OF THIS COLLATERAL TRUST
AGREEMENT.
(D)
THE COLLATERAL TRUSTEE WILL NOT BE REQUIRED TO ADVANCE OR EXPEND
ANY FUNDS OR OTHERWISE INCUR ANY FINANCIAL LIABILITY IN THE PERFORMANCE OF ITS
DUTIES OR THE EXERCISE OF ITS POWERS OR RIGHTS HEREUNDER UNLESS IT HAS BEEN
PROVIDED WITH SECURITY OR INDEMNITY SATISFACTORY TO IT AGAINST ANY AND ALL
LIABILITY OR EXPENSE WHICH MAY BE INCURRED BY IT BY REASON OF TAKING OR
CONTINUING TO TAKE SUCH ACTION.
THE COLLATERAL TRUSTEE SHALL BE UNDER NO
OBLIGATION TO EXERCISE ANY OF THE RIGHTS OR POWERS VESTED IN IT BY THIS
COLLATERAL TRUST AGREEMENT AT THE REQUEST OR DIRECTION OF THE CONTROLLING PARTY
PURSUANT TO THIS COLLATERAL TRUST AGREEMENT, UNLESS SUCH CONTROLLING PARTY SHALL
HAVE OFFERED TO THE COLLATERAL TRUSTEE SECURITY OR INDEMNITY SATISFACTORY TO THE
COLLATERAL TRUSTEE AGAINST THE COSTS, EXPENSES AND LIABILITIES WHICH MIGHT BE
INCURRED BY IT IN COMPLIANCE WITH SUCH REQUEST OR DIRECTION.
(E)
UPON ANY APPLICATION OR DEMAND BY ANY OF THE GRANTORS (EXCEPT ANY
SUCH APPLICATION OR DEMAND WHICH IS EXPRESSLY PERMITTED TO BE MADE ORALLY) TO
THE COLLATERAL TRUSTEE TO TAKE OR PERMIT ANY ACTION UNDER ANY OF THE PROVISIONS
OF THIS COLLATERAL TRUST AGREEMENT OR ANY TRUST SECURITY DOCUMENT, THE COMPANY
SHALL FURNISH TO THE COLLATERAL TRUSTEE A CERTIFICATE OF A
30
RESPONSIBLE OFFICER OF THE COMPANY STATING THAT ALL CONDITIONS PRECEDENT, IF
ANY, PROVIDED FOR IN THIS COLLATERAL TRUST AGREEMENT, IN ANY RELEVANT TRUST
SECURITY DOCUMENT OR IN THE FIRST PRIORITY CREDIT AGREEMENT, THE SECOND PRIORITY
CREDIT AGREEMENTS OR ANY ADDITIONAL DEBT DOCUMENTS RELATING TO THE PROPOSED
ACTION HAVE BEEN COMPLIED WITH, AND IN THE CASE OF ANY SUCH APPLICATION OR
DEMAND AS TO WHICH THE FURNISHING OF ANY DOCUMENT IS SPECIFICALLY REQUIRED BY
ANY PROVISION OF THIS COLLATERAL TRUST AGREEMENT OR A TRUST SECURITY DOCUMENT
RELATING TO SUCH PARTICULAR APPLICATION OR DEMAND, SUCH ADDITIONAL DOCUMENT
SHALL ALSO BE FURNISHED.
A COPY OF ANY SUCH CERTIFICATE REFERRED TO IN THE
PRIOR SENTENCE SHALL BE SIMULTANEOUSLY DELIVERED TO THE CONTROLLING PARTY.