Common use of Authorization of Actions to Be Taken Clause in Contracts

Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (aA) Each Holder of SecuritiesHolder, by its acceptance thereofof Notes, consents and agrees to the terms of each Security Document and the each Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Collateral Agent to enter into each Intercreditor Agreement permitted by the terms of this Indenture and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Security Documents and each Intercreditor Agreements or joinders thereto, Agreement permitted hereunder and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Securities Notes and other holders of Note Obligations as set forth in the Security Documents to which it is a party and the each Intercreditor Agreements Agreement permitted hereunder and to perform its obligations and exercise its rights and powers thereunder. (bB) The Subject to the provisions of each Intercreditor Agreement and the Security Documents, the Trustee and the Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (cC) Subject to the provisions of Section 7.01Article 7, Section 7.0210.01 and Section 10.02, each Intercreditor Agreement and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens securing the Note Obligations; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. . (D) Subject to the terms of each Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens securing the Note Obligations or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent. (E) Notwithstanding anything contrary under this Indenture, the Holders are deemed to have consented to, and shall be deemed to have directed the Trustee and/or the Collateral Agent (as applicable), to execute and deliver any of the following amendments, waivers and other modifications to the Note Documents, in each case, as evidenced by an Officer’s Certificate and Opinion of Counsel delivered to the Trustee and the Collateral Agent pursuant to Section 8.07, Section 13.02 and Section 13.03: (i) to establish that the Liens on any Collateral securing any Indebtedness replacing the applicable series of First Lien Notes permitted to be incurred under the First-Priority Debt Documents that represent First-Priority Obligations shall be senior to the Liens on such Collateral securing the Note Obligations under this Indenture, the Notes and the Subsidiary Guarantees, which obligations shall continue to be secured on a second-priority basis on the Collateral; (ii) to give effect to any amendment, waiver or consent to any of the First-Priority Debt Documents, to the extent applicable to the Collateral (including the release of any Liens on Collateral), that applies automatically to the comparable Security Documents with respect to the security interest of the Holders in such Collateral pursuant to the terms of the Intercreditor Agreements; and (iii) upon any cancellation, repayment, redemption or termination of the First Lien Notes and all other First-Priority Obligations without a replacement thereof, and to the extent the Note Obligations have not been discharged in full in accordance with the terms of this Indenture and the Intercreditor Agreements, to establish that the Liens on the Collateral securing any Note Obligations under this Indenture, the Notes and the Subsidiary Guarantees shall become first priority perfected Lien, except as set forth below under Section 11.05.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, hereby designates and appoints the Collateral Agent as its agent under this Indenture, the Intercreditor Agreement and the Security Documents and each Holder by acceptance of the Notes consents and agrees to the terms of this Indenture, the Intercreditor Agreement, each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Intercreditor Agreement, the Security Documents to which it is a party, and irrevocably authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and duties, exercise its rights and powers thereunderand take any action permitted or required thereunder that are expressly delegated to the Collateral Agent by the terms of this Indenture, the Intercreditor Agreement and the Security Documents. The Collateral Agent shall hold (directly or through any agent) and is directed by each Holder to so hold, and shall be entitled to enforce on behalf of the Holders all Liens on the Collateral created or perfected by the Security Documents for their benefit. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the applicable Security Documents, Documents and the Intercreditor AgreementsAgreement and to the last sentence of this Section 13.03(b), the Trustee and each Holder, by acceptance of any Notes, agrees that (x) the Collateral Agent may, in its sole discretion and without the consent of the Holders, direct, on behalf of Trustee or the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all to preserve its interest and the interest of the First Priority Liens; (ii) enforce any of Holders in the terms of Collateral or the Secured Parties’ rights under the Security Documents to which and (y) the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered shall have power to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or securing the Security Documents to which the Collateral Agent or Trustee is a party or Obligations and/or to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this IndentureIndenture Documents, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder thereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent, the Holders or the Trustee). Notwithstanding the foregoing, the Collateral Agent may, at the expense of the Company, request the direction of the Holders with respect to any such actions and upon receipt of the written consent of the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding, shall take such actions; provided that all actions so taken shall, at all times, be in conformity with the requirements of the Intercreditor Agreement, if applicable. In the absence of such written consent from the Holders of at least a majority of the aggregate principal amount of the Notes then Outstanding, the Collateral Agent shall not be required to take any such actions and shall have no liability for refraining from taking any such action. Until the Notes and the other Obligations are discharged in full or are otherwise no longer outstanding (other than Contingent Liabilities), all remedies and Enforcement Actions in respect of the Collateral and any foreclosure actions in respect of any Liens on the Collateral, and all actions, undertakings or consents by the Collateral Agent in respect of the Collateral, in each case, shall be undertaken solely at the instruction of the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding and subject to the Intercreditor Agreement.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereofof Securities, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, and authorizes and empowers the Trustee and the Collateral Agent to direct bind the Holders and other holders of Note Obligations as set forth in the Security Documents to which it is a party and to perform its obligations and exercise its rights and powers thereunder. Furthermore, each Holder, by its acceptance of Securities, consents and agrees to the terms of Notes Security Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement and the First-Lien Intercreditor Agreement, as originally in effect and as Refinanced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter intointo the Notes Security Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement and the Collateral Agent First-Lien Intercreditor Agreement to execute and deliver, the Intercreditor Agreements or joinders theretowhich it will be a party, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and the other holders of Securities Obligations as set forth in the Security Documents such agreements to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, 7.01 and Section 7.02, the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First First-Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the The Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First First-Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, (i) appoints the Collateral Agent as its agent under this Indenture, the Note Security Documents and any Permitted Intercreditor Agreement, (ii) consents and agrees to the terms of each Note Security Document and the each Permitted Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, (iii) authorizes and directs the Trustee and the Collateral Agent to enter into the Note Security Documents and each Permitted Intercreditor Agreement to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and (iv) authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Note Security Documents and each Permitted Intercreditor Agreement to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers powers. Whether or not expressly provided in any Note Security Document or any Permitted Intercreditor Agreement, in entering and acting thereunder, the Collateral Agent (and the Trustee, if applicable) shall be entitled to all of the rights, privileges, immunities and indemnities set forth in this Indenture. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Note Security Documents and any Permitted Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Note Security Documents or any Permitted Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (ba) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party under the Note Security Documents and each Permitted Intercreditor Agreement and, subject to the terms of the Note Security Documents and each Permitted Intercreditor Agreement, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture, the Note Security Documents and each Permitted Intercreditor Agreement. (cb) Subject to the provisions of Section 7.01, Section 7.02, any Permitted Intercreditor Agreement and the Note Security Documents, and the Intercreditor Agreements, the Trustee maymay (but shall not be obligated to), in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens granted pursuant to the Note Security Documents; (ii) enforce any of the terms of the Note Security Documents to which the Collateral Agent or the Trustee is a party; or (iii) collect and receive payment of any and all Note ObligationsObligations hereunder. Subject to At the Intercreditor AgreementsCompany’s sole cost and expense, the Trustee is hereby authorized and empowered and directed by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce reasonably expedient, at the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this IndentureCompany’s sole cost and expense, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest interests hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsCollateral Agreement, as originally in effect on the Issue Date (or, with respect to any Mortgages, as will be granted pursuant to Section 4.19(a) of this Indenture) and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Noteholder Collateral Agent to enter into execute and deliver the Security Documents Collateral Agreements to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, party and authorizes and empowers the Trustee and the Noteholder Collateral Agent to bind the Holders of Securities as set forth in the Security Documents Collateral Agreements to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Noteholder Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents Collateral Agreements to which the Noteholder Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject Following an Event of Default, subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Article 11 and the Intercreditor AgreementsAgreement, the Trustee maymay (but without any obligation to do so), in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Noteholder Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Second-Priority Liens; (ii) enforce any of the terms of the Security Documents Collateral Agreements to which the Noteholder Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Second-Priority Lien Obligations. Subject to the Intercreditor AgreementsAgreement, Section 7.01, Section 7.02 and Article 11, the Trustee is authorized and empowered to institute and maintain, or direct the Noteholder Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Second-Priority Liens or the Security Documents Collateral Agreements to which the Noteholder Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents Collateral Agreements to which the Noteholder Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Noteholder Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Noteholder Collateral Agent.

Authorization of Actions to Be Taken. (a1) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities and other Holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b2) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c3) Subject to the provisions of Section 7.016.01 and Section 6.03 hereof, Section 7.02, and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) a. foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) b. enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) c. collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the The Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, appoints the Notes Collateral Agent as its collateral agent under the Security Documents, consents and agrees to the terms of each Security Document and the each Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Notes Collateral Agent to enter into the Intercreditor Agreements and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Notes Collateral Agent to enter into, and the Notes Collateral Agent to execute and deliver, the Security Documents and Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Notes Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Trustee and the Notes Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Notes Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01Article VI, Section 7.027.01 and Section 7.02 hereof, the Intercreditor Agreements and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens securing the Notes Obligations; (ii2) enforce any of the terms of the Security Documents to which the Notes Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens securing the Notes Obligations or the Security Documents to which the Notes Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Notes Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Notes Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Notes Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of the Collateral Sharing Agreement, each Security Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Second Lien Agent to enter into Collateral Sharing Agreement, authorizes and empowers the Trustee to direct the Second Lien Agent to execute and deliver, and the Trustee hereby directs the Second Lien Agent to execute and deliver, the Intercreditor Agreement and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Second Lien Agent to bind the Holders of Securities Notes and other holders of Obligations under this Indenture, the Notes, the Note Guarantees and the Security Documents as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and the Collateral Sharing Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Second Lien Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Intercreditor Agreement or the Security Documents to which the Collateral Second Lien Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of the Collateral Sharing Agreement and this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, Sections 7.01 and 7.02 and except as otherwise provided in the Security Documents, and Collateral Sharing Agreement the Intercreditor AgreementsAgreement, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Second Lien Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Second Priority Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Second Lien Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Obligations under this Indenture, the Notes, the Note Obligations. Guarantees and the Security Documents. (d) Subject to the Intercreditor AgreementsAgreement and the Collateral Sharing Agreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Second Lien Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Second Priority Liens or the Security Documents to which the Collateral Second Lien Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Second Lien Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Second Lien Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Second Lien Agent.

Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoAgreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor AgreementsAgreement, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Second Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Second Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms and conditions of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, restated, amended and restated, renewed, modified, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and to authorize the Collateral Agent Security Trustee to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct and the Collateral Agent Security Trustee to enter into, and into the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, Amended Security Trust Deed and authorizes and empowers the Trustee and the Collateral Agent Security Trustee to bind the Holders of Securities as Notes pursuant to the terms of the Amended Security Trust Deed, make the representations of the Holders set forth in the Security Documents to which it is a party and the Intercreditor Agreements therein and to perform its their respective obligations and exercise its their respective rights and powers thereunderunder the Security Documents. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party entitled pursuant to the terms of the Amended Security Trust Deed and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Amended Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsTrust Deed, the Trustee is authorized and empowered which authorizations shall not constitute a duty absent direction of the Holders to institute and maintain, or direct the Collateral Agent Security Trustee to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or of the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral AgentDocuments.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Notes Collateral Agent to enter into the Security Documents to which it each is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Notes Collateral Agent to execute and deliver, deliver the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Notes Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it each is a party and the Intercreditor Agreements and to perform its their respective obligations and exercise its their respective rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed to the Notes Collateral Agent under the Security Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01Sections 7.1, Section 7.027.2, the Intercreditor Agreements and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to, upon the occurrence and continuance of an Event of Default: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens granted pursuant to the Security Documents; (ii) enforce any of the terms of the Security Documents to which the Notes Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject Following an Event of Default, subject to the Intercreditor AgreementsAgreements and at the Issuer’s sole cost and expense, the Trustee is hereby authorized and empowered by each Holder (by its acceptance thereof) to, subject to Sections 7.1 and 7.2 institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Liens or granted under the Security Documents to which the Notes Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Issuer’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Liens granted under the Security Documents or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, deliver the Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents to which it the Collateral Agent is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Collateral Agent under the Security Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Note Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement and at the Issuers’ sole cost and expense, the Trustee is hereby authorized and empowered by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Note Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Issuers’ sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Note Liens or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, (i) consents and agrees to the terms of each Note Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, (ii) authorizes and directs the Trustee and the Collateral Agent Trustee to enter into the Note Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and (iii) authorizes and empowers the Trustee and the Collateral Agent Trustee to bind the Holders of Securities Notes as set forth in the Note Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder and (iv) in respect of the Australian Security Documents, authorizes that the Collateral Trustee may (but is not obliged to) exercise its rights and powers in its capacity as trustee as it considers to be in the best interests of Holders as a whole (as beneficiaries) and if an administrator is appointed under Part 5.3A of the Australian Corporations Act to an Australian Subsidiary, and the Collateral Trustee has not received written instructions in time to enable it to appoint an Australian Controller under the relevant Australian Security Document within the ‘decision period’ (as defined in the Australian Corporations Act), then despite any other provision of this Indenture or any other Transaction Document to the contrary, the Collateral Trustee must appoint an Australian Controller within that ‘decision period’ (as defined in the Australian Corporations Act). Whether or not expressly provided in any Note Security Document, in entering and acting thereunder, the Collateral Trustee (and the Trustee, if applicable) shall be entitled to all of the rights, privileges, immunities and indemnities set forth in this Indenture. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Collateral Trustee under the Note Security Documents and, subject to which the Collateral Agent or Trustee is a party and terms of the Note Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this IndentureIndenture and the Note Security Documents. (c) Subject to the provisions of Section 7.01, Section 7.02, 7.01 and the Note Security Documents, and the Intercreditor Agreements, the Trustee maymay (but shall not be obligated to), in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent Trustee to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens granted pursuant to the Note Security Documents; (ii) enforce any of the terms of the Note Security Documents to which the Collateral Agent Trustee or the Trustee is a party; or (iii) collect and receive payment of any and all Note ObligationsObligations hereunder. Subject to At the Intercreditor AgreementsCompany’s sole cost and expense, the Trustee is hereby authorized and empowered and directed by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent Trustee to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Liens Note Security Documents or the Security Documents to which the Collateral Agent or Trustee is a party Liens granted thereunder or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Note Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Company’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Liens granted pursuant to the Note Security Documents or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Collateral Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a partyCollateral Documents, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, deliver the Intercreditor Agreements or joinders theretoAgreement, and authorizes and empowers each of the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Collateral Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Collateral Documents to which or the Collateral Agent or Trustee is a party Intercreditor Agreement and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section Sections 7.01, Section 7.02, the Security Documents, 7.02 and 10.03 and the terms of the Intercreditor AgreementsAgreement, the Trustee may, upon an Event of Default, in its sole discretion and without the consent of the HoldersHolders of Notes, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens on the Collateral; (ii2) enforce any of the terms of the Security Collateral Documents to which the Collateral Agent or Trustee is a partyIntercreditor Agreement; or (iii3) collect and receive payment of any and all Note ObligationsObligations of the Pledgors and VGR Holding. Subject The Trustee will have power to the Intercreditor Agreements, the Trustee is authorized (and empowered to institute and maintain, or direct instruct the Collateral Agent to to) institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents to which Collateral Documents, the Collateral Agent or Trustee is a party Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, Collateral (including power to (and to instruct the Collateral Agent to) institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Trustee or the Collateral Agent).

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document Document, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement and the Guarantor Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the First Lien Intercreditor Agreements or joinders theretoAgreement, the Second Lien Intercreditor Agreement and the Guarantor Intercreditor Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and the First Lien Intercreditor Agreements Agreement, the Second Lien Intercreditor Agreement and the Guarantor Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.017.01 and Section 7.02 hereof, Section 7.02and the First Lien Intercreditor Agreement, the Guarantor Intercreditor Agreement and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Obligations. Subject to the First Lien Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (aA) Each Holder of SecuritiesHolder, by its acceptance thereofof Notes, consents and agrees to the terms of each Security Document and the each Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Collateral Agent to enter into each Intercreditor Agreement permitted by the terms of this Indenture and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Security Documents and each Intercreditor Agreements or joinders thereto, Agreement permitted hereunder and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Securities Notes and other holders of Note Obligations as set forth in the Security Documents to which it is a party and the each Intercreditor Agreements Agreement permitted hereunder and to perform its obligations and exercise its rights and powers thereunder. (bB) The Subject to the provisions of each Intercreditor Agreement and the Security Documents, the Trustee and the Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (cC) Subject to the provisions of Section 7.01Article 7, Section 7.0210.01 and Section 10.02, each Intercreditor Agreement and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens securing the Note Obligations; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. . (D) Subject to the terms of each Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens securing the Note Obligations or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent. (E) Notwithstanding anything contrary under this Indenture, the Holders are deemed to have consented to, and shall be deemed to have directed the Trustee and/or the Collateral Agent (as applicable), to execute and deliver any of the following amendments, waivers and other modifications to the Note Documents (other than the Investor Rights Agreement), in each case, as evidenced by an Officer’s Certificate and Opinion of Counsel delivered to the Trustee and the Collateral Agent pursuant to Section 8.07, Section 13.02 and Section 13.03: (i) to establish that the Liens on any Collateral securing any Indebtedness replacing the applicable series of First Lien Notes permitted to be incurred under the First-Priority Debt Documents that represent First-Priority Obligations shall be senior to the Liens on such Collateral securing the Note Obligations under this Indenture, the Notes and the Subsidiary Guarantees, which obligations shall continue to be secured on a second-priority basis on the Collateral; (ii) to give effect to any amendment, waiver or consent to any of the First-Priority Debt Documents, to the extent applicable to the Collateral (including the release of any Liens on Collateral), that applies automatically to the comparable Security Documents with respect to the security interest of the Holders in such Collateral pursuant to the terms of the Intercreditor Agreements; and (iii) upon any cancellation, repayment, redemption or termination of the First Lien Notes and all other First-Priority Obligations without a replacement thereof, and to the extent the Note Obligations have not been discharged in full in accordance with the terms of this Indenture and the Intercreditor Agreements, to establish that the Liens on the Collateral securing any Note Obligations under this Indenture, the Notes and the Subsidiary Guarantees shall become first priority perfected Lien, except as set forth below under Section 11.05.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, appoints the Notes Collateral Agent as its collateral agent under the Security Documents, consents and agrees to the terms of each Security Document and the Intercreditor Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Notes Collateral Agent to enter into the Intercreditor Agreements and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Notes Collateral Agent to enter into, and the Notes Collateral Agent to execute and deliver, the Security Documents and the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Notes Collateral Agent to bind the Holders holders of Securities Notes and other holders of Notes Obligations secured by the Collateral as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Subject to the provisions of the Intercreditor Agreements and the Security Documents, the Trustee and the Notes Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Notes Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01Article 6, Section 7.027.01 and Section 7.02 hereof, the Intercreditor Agreements and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Liens securing the First-Priority LiensObligations; (ii2) enforce any of the terms of the Security Documents to which the Notes Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Notes Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens securing the Notes Obligations or the Security Documents to which the Notes Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Notes Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Notes Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Notes Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereofof Securities, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoAgreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and other holders of Securities Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Article 10 and the Intercreditor AgreementsAgreement, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Second Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Securities Obligations. Subject to the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Second Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoAgreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor AgreementsAgreement, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Securities Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Securities Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Collateral Document and the Intercreditor AgreementsAgreement, as originally in effect on the Issue Date and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into execute and deliver the Security Collateral Documents and the Intercreditor Agreement to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, party and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes and other holders of Third-Priority Lien Obligations as set forth in the Security Collateral Documents and the Intercreditor Agreement to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Collateral Documents and the Intercreditor Agreement to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, 7.02 and the Intercreditor AgreementsAgreement, the Trustee may, in its sole discretion and without the consent of the HoldersHolders of Notes, direct, on behalf of the HoldersHolders of Notes, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Third-Priority Liens; (ii2) enforce any of the terms of the Security Collateral Documents and the Intercreditor Agreement to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Third-Priority Lien Obligations. Subject to the Intercreditor AgreementsAgreement, Section 7.01 and Section 7.02, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Third-Priority Liens or the Security Collateral Documents and Intercreditor Agreement to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Collateral Documents and the Intercreditor Agreement to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of HoldersHolders of Notes, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsCollateral Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Collateral Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, deliver the Second Lien Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunderAgreement. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed to the Trustee or the Collateral Agent under the Security Collateral Documents to which the Trustee or the Collateral Agent or Trustee is a party and and, subject to the terms of the Collateral Documents, to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor AgreementsCollateral Documents, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liensfirst priority Liens securing the Securities; (ii) enforce any of the terms of the Security Collateral Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. . (d) Subject to the Second Lien Intercreditor AgreementsAgreement, at the Issuers’ sole cost and expense, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority first priority Liens securing the Securities or the Security Collateral Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Collateral Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Issuers’ sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, hereby designates and appoints the Collateral Trustee as its agent under this Indenture and the Security Documents and each Holder by acceptance of the Notes consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Collateral Trustee and the Collateral Agent to enter into the Security Documents to which it is a partyDocuments, and irrevocably authorizes and empowers the Collateral Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and duties, exercise its rights and powers thereunderand take any action permitted or required thereunder that are expressly delegated to the Collateral Trustee by the terms of this Indenture and the Security Documents, and consents and agrees to the terms of each Security Document, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Trustee shall hold (directly or through any agent) and is directed by each Holder to so hold, and shall be entitled to enforce on behalf of the Holders all Liens on the Collateral created by the Security Documents for their benefit. (b) The Each of the Collateral Agent Trustee and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject The Trustee shall provide to the provisions Collateral Trustee a copy of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, each written notice of Default or Event of Default which the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and may receive payment of any and all Note Obligationsunder Section 11.03(i). Subject to Article 5 hereof, the Intercreditor AgreementsRequisite Holders or the Trustee, pursuant to the direction of the Requisite Holders, shall direct the Collateral Trustee with respect to any action, omission, forbearance, enforcement or exercise of remedies with respect to the Collateral for purposes of any Enforcement Action. Unless receiving a contrary direction from the Requisite Holders, each of the Collateral Trustee and the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or securing the Security Documents to which the Collateral Agent or Trustee is a party Obligations or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent it may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Liens securing the Obligations or be prejudicial to the interests of HoldersHolders of Notes, the Collateral Trustee or the Trustee. (d) The Collateral Trustee shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral Agentexists or is owned by the Credit Parties or is cared for, protected, or insured or has not been encumbered, or that the Collateral Trustee’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Credit Parties’ property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, it being understood and agreed by the Credit Parties and the Holders that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Trustee shall have no other duty or liability whatsoever to the Trustee or any Holder or the Credit Parties as to any of the foregoing.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, appoints the Notes Collateral Agent as its collateral agent under the Security Documents, consents and agrees to the terms of each Security Document and Document, the Intercreditor Agreements, Agreement and any future intercreditor agreement under Section 12.02(g) as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Notes Collateral Agent to enter into the Intercreditor Agreement and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Notes Collateral Agent to enter into, and the Notes Collateral Agent to execute and deliver, the Security Documents and Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the Notes Collateral Agent to bind the Holders of Securities Notes and other holders of Obligations secured by the Security Documents as set forth in the Security Documents to which it is a party and party, the Intercreditor Agreements Agreement and any future intercreditor agreement under Section 12.02(g) and to perform its obligations and exercise its rights and powers thereunder. (b) The Subject to the provisions of the Intercreditor Agreement, any future intercreditor agreement under Section 12.02(g) and the Security Documents, the Trustee and the Notes Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the Notes Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Article 6 and Section 7.017.01 and 7.02 hereof, the Intercreditor Agreement, any future intercreditor agreement under Section 7.02, 12.02(g) and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens securing the Notes Obligations; (ii) enforce any of the terms of the Security Documents to which the Notes Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Notes Obligations. . (d) Subject to the Intercreditor AgreementsAgreement and any future intercreditor agreement under Section 12.02(g), the Trustee is authorized and empowered to institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens securing the Notes Obligations or the Security Documents to which the Notes Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Notes Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Notes Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Notes Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms hereof and of each Security Document Document, including, without limitation, the Collateral Trust and Intercreditor Agreement, the Securitization Intercreditor Agreement and the Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Collateral Agent to enter into the Collateral Trust and Intercreditor Agreement, the Securitization Intercreditor Agreement, the Intercreditor Agreement and the other Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Security Documents, including, without limitation, the Collateral Trust and Intercreditor Agreements or joinders theretoAgreement, the Securitization Intercreditor Agreement and the Intercreditor Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Subject to the provisions of the Collateral Trust and Intercreditor Agreement, the Intercreditor Agreement and the other Security Documents, the Trustee and the Collateral Agent and the Trustee are authorized and empowered to receive for their benefit and for the benefit of the Holders of Securities Second Priority Lien Obligations any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01Article 6, Section 7.027.01 and Section 7.02 hereof, the Collateral Trust and Intercreditor Agreement, the Intercreditor Agreement and the other Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (iA) foreclose upon or otherwise enforce any or all of the First Liens securing the Second Priority LiensLien Obligations; (iiB) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iiiC) collect and receive payment of any and all Note ObligationsObligations under this Indenture. Subject to the Collateral Trust and Intercreditor AgreementsAgreement, the Intercreditor Agreement and the other Security Documents, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient are necessary to protect or enforce the First Liens securing the Second Priority Liens Lien Obligations or the Security Documents to which the Collateral Agent or the Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or the Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient are necessary to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, (i) consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, (ii) authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, (iii) authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, deliver the Intercreditor Agreements or joinders thereto, Agreement and (iv) authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents to which it the Collateral Agent is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Collateral Agent under the Security Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.018.01, Section 7.028.02, and the Security Documents, and the Intercreditor Agreements, the Trustee maymay (but shall not be obligated to), in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Note Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement and at the Issuer’s sole cost and expense, the Trustee is hereby authorized and empowered by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Note Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Issuer’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Note Liens or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms hereof and of each Security Document and the Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Collateral Agent to enter into the Intercreditor Agreement and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Security Documents and the Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Subject to the provisions of the Intercreditor Agreement and the Security Documents, the Trustee and the Collateral Agent and the Trustee are authorized and empowered to receive for their benefit and for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01Article VI, Section 7.027.01 and Section 7.02 hereof, the Intercreditor Agreement and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Liens securing the Second Priority LiensLien Obligations; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Notes Obligations. Subject to the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient are necessary to protect or enforce the First Liens securing the Second Priority Liens Lien Obligations or the Security Documents to which the Collateral Agent or the Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or the Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient are necessary to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the First Lien Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the First-Priority Collateral Agent to enter into the First Lien Intercreditor Agreement and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the First-Priority Collateral Agent to enter into, and the First-Priority Collateral Agent to execute and deliver, the Security Documents and First Lien Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the First-Priority Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and the First Lien Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Trustee and the First-Priority Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the First-Priority Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01Article VI, Section 7.027.01 and Section 7.02 hereof, the First Lien Intercreditor Agreement and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the First-Priority Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Liens securing the First-Priority LiensObligations; (ii2) enforce any of the terms of the Security Documents to which the First-Priority Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Obligations. Subject to the First Lien Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the First-Priority Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Liens securing the First-Priority Liens Obligations or the Security Documents to which the First-Priority Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the First-Priority Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the First-Priority Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the First-Priority Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, appoints the First-Priority Collateral Agent as its collateral agent under the Security Documents, consents and agrees to the terms of each Security Document and the First Lien Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the First-Priority Collateral Agent to enter into the First Lien Intercreditor Agreement and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the First-Priority Collateral Agent to enter into, and the First-Priority Collateral Agent to execute and deliver, the Security Documents and First Lien Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the First-Priority Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations secured by the Collateral as set forth in the Security Documents to which it is a party and the First Lien Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Subject to the provisions of the First Lien Intercreditor Agreement and the Security Documents, the Trustee and the First-Priority Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the First-Priority Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01Article VI, Section 7.027.01 and Section 7.02 hereof, the First Lien Intercreditor Agreement and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of accordance with written direction from the Holders, direct, on behalf of the Holdersholders, the First-Priority Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Liens securing the First-Priority LiensObligations; (ii2) enforce any of the terms of the Security Documents to which the First-Priority Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Obligations. Subject to the First Lien Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the First-Priority Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Liens securing the First-Priority Liens Obligations or the Security Documents to which the First-Priority Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the First-Priority Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the First-Priority Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the First-Priority Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNoteholder Party, by its signature hereto or acceptance thereofof Notes, consents and agrees to the terms of each Security Document and the each Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Collateral Agent to enter into each Intercreditor Agreement permitted by the terms of this Indenture and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Security Documents and each Intercreditor Agreements or joinders thereto, Agreement permitted hereunder and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Securities Notes and other holders of Note Obligations as set forth in the Security Documents to which it is a party and the each Intercreditor Agreements Agreement permitted hereunder and to perform its obligations and exercise its rights and powers thereunder. (b) The Subject to the provisions of each Intercreditor Agreement and the Security Documents, the Trustee and the Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01Article X, Section 7.0211.01 and Section 11.02 hereof, each Intercreditor Agreement and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the HoldersNoteholder Parties, direct, on behalf of the HoldersNoteholder Parties, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens securing the Note Obligations; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Obligations. Subject to the terms of each Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens securing Note Obligations or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Noteholder Parties in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of HoldersNoteholder Parties, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of Securitiesa Note, by its acceptance thereof, consents is deemed to have authorized, directed and agrees to the terms of each Security Document and the Intercreditor Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs empowered the Trustee and the Collateral Agent to enter into the Security Documents to which it is a partyCollateral Documents, authorizes and empowers the whether as Trustee to direct the or Collateral Agent to enter intoAgent, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Collateral Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. If, at any time the Intercreditor Agreement ceases to be in effect (or with respect to a portion of the Second-Lien Collateral) because the Prior Inventory Obligations are no longer outstanding or no longer secured by Liens on all or a portion of the Second-Lien Collateral and, thereafter, the Issuer or any Guarantor subsequently incurs Prior Inventory Obligations under a new Permitted Inventory Facility, the Trustee and the Collateral Agent are hereby authorized, directed and empowered to enter into a new intercreditor agreement that provides the representative under such Permitted Inventory Facility substantially the same rights and powers as afforded under the Intercreditor Agreement. (cb) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Article 6 and the Intercreditor AgreementsAgreement, the Trustee mayTrustee, in its sole discretion and without the consent of the HoldersHolders of Notes, directmay, or at the direction of the Holders of a majority in principal amount of the Notes then outstanding, the Trustee shall, direct on behalf of the HoldersHolders of Notes, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) during the existence of an Event of Default, foreclose upon and take possession of all Collateral pursuant to, or otherwise enforce take any or all other action to enforce, the provisions of the First Priority LiensCollateral Documents; (ii) enforce any of the terms of the Security Intercreditor Agreement and the Collateral Documents to which the Trustee or the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any all obligations in respect of the Notes, the Note Guarantees and all Note Obligationsthis Indenture. Subject to the provisions of the Intercreditor AgreementsAgreement and Article 6, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens on the Collateral or the Security other rights under the Collateral Documents to which the Trustee or the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which such the Collateral Agent or Trustee is a party Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest Liens or other rights under such Collateral Documents or hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, deliver the Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents to which it the Collateral Agent is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Collateral Agent under the Security Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, and the Security Documents, and the Intercreditor Agreements, the Trustee maymay (but shall not be obligated to), in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority Note Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement and at the Issuer’s sole cost and expense, the Trustee is hereby authorized and empowered by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Note Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Issuer’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Note Liens or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, consents and agrees Subject to the terms provisions of each Security Document the First Lien Pari Passu Intercreditor Agreement and the Intercreditor AgreementsNotes Security Documents, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Notes Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Notes Security Documents to which the Notes Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (cb) Subject to the provisions of Section 7.01Article VI, Section 7.027.01 and Section 7.02 hereof, the First Lien Pari Passu Intercreditor Agreement and the Notes Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, at the direction of Holders of at least a majority in its sole discretion and without principal amount of all the consent of the Holdersoutstanding Notes issued under this Indenture, direct, on behalf of the Holders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens securing the Notes Obligations; (ii2) enforce any of the terms of the Notes Security Documents and any Intercreditor Agreement to which the Notes Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Notes Obligations. Subject to the First Lien Pari Passu Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Notes Security Documents to which the Notes Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Notes Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (aA) Each Holder of SecuritiesNotes, by its acceptance thereof, hereby designates and appoints the Collateral Trustee as its agent under this Indenture, the Notes Security Documents and the Intercreditor Agreement and each Holder by acceptance of the Notes consents and agrees to the terms of each Notes Security Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this IndentureIndenture and the Intercreditor Agreement, authorizes and directs the Collateral Trustee and the Collateral Agent to enter into the Notes Security Documents to which it is a partyand the Intercreditor Agreement, and irrevocably authorizes and empowers the Collateral Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and duties, exercise its rights and powers thereunderand take any action permitted or required thereunder that are expressly delegated to the Collateral Trustee by the terms of this Indenture, the Notes Security Documents and the Intercreditor Agreement. Subject to the terms of the Intercreditor Agreement, the Collateral Trustee shall hold (directly or through any agent) and is directed by each Holder to so hold, and shall be entitled to enforce (in accordance with the terms of the Notes Security Documents and the Intercreditor Agreement) on behalf of the Holders all Liens on the Collateral created by the Notes Security Documents for their benefit. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (cB) Subject to the provisions of Section 7.01, Section 7.02, the applicable Notes Security Documents, Documents and the Intercreditor AgreementsAgreement, the Trustee and each Holder, by acceptance of any Notes, agrees that (x) the Collateral Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of Trustee or the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of appropriate, subject to the terms of the Security Documents Intercreditor Agreement, in order to which (i) preserve the Collateral Agent or Trustee is a party; or rights under the Notes Security Documents, and (iiiii) collect and receive payment of any and all Note Obligations. Subject amounts payable in respect of the Obligations of the Company and the Guarantors hereunder and under the Indenture Documents and (y) the Collateral Trustee shall, subject to the terms of the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered have power to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or securing the Security Documents to which the Collateral Agent or Trustee is a party or Obligations and/or to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this IndentureIndenture Documents, and such suits and proceedings as the Collateral Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder thereunder or be prejudicial to the interests of Holdersthe Collateral Trustee, the Holders or the Trustee). Notwithstanding the foregoing, the Collateral Trustee may, at the expense of the Company, request the written direction of the Holders with respect to any such actions and upon receipt of the written consent of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture (subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction), shall take such actions. Subject to the terms of the Intercreditor Agreement, until the Notes and the other Obligations are discharged in full or are otherwise no longer outstanding, all remedies and Enforcement Actions in respect of the Collateral and any foreclosure actions in respect of any Liens on all or any portion of the Collateral, and all actions, undertakings or consents by the Collateral Trustee in respect of all or any portion of the Collateral, in each case, shall be undertaken solely at the written instruction of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction. (C) Unless expressly provided to the contrary in any Indenture Document, in relation to any Collateral governed by the laws of Switzerland (the “Swiss Security Documents”) or Italian Security Documents, as the case may be: (i) the Collateral Trustee: A. holds: (1) any Collateral created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) Collateral; (2) the benefit of any Collateral Trustee Claims; and (3) any proceeds and other benefits of such Collateral, (4) as fiduciary (treuhänderisch) in its own name but for the account of all relevant Notes Secured Parties which have the benefit of such Collateral in accordance with this Indenture and the respective Swiss Security Document and so that they are not available to the personal creditors of the Collateral Trustee; and B. In respect of any Italian Security Documents (as defined below) where the relevant Collateral cannot be granted to the Collateral Trustee by way of trust, the Collateral Trustee declares that, in respect of such Italian Security Documents, it shall (to the extent possible under applicable law) hold such Collateral as mandatario con rappresentanza and representative for the security pursuant to article 2414-bis of the Italian Civil Code of the relevant Notes Secured Parties on the terms contained in this Indenture; (ii) each present and future Notes Secured Party hereby authorizes the Collateral Trustee: (1) to (a) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) Collateral created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document for the benefit of such Notes Secured Party and (b) hold, administer and, if necessary, enforce any such Collateral on behalf of each relevant Notes Secured Party which has the benefit of such Collateral; (2) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Security Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory (akzessorische) Collateral; (3) to effect as its direct representative (direkter Stellvertreter) any release of a Collateral created or evidenced or expressed to be created or evidenced under a Swiss Security Document in accordance with this Indenture; and (4) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Collateral Trustee hereunder or under the relevant Swiss Security Document; (iii) each present and future Notes Secured Party hereby authorizes the Collateral Trustee, when acting in its capacity as creditor of the Collateral Trustee Claim, to hold: (1) any Swiss law pledge or any other Swiss law accessory (akzessorische) Collateral; (2) any proceeds of such Collateral; and (3) the benefit of this paragraph and of the Collateral Trustee Claims; (iv) as creditor in its own right but for the benefit of the Notes Secured Parties in accordance with this Indenture. (D) in relation to any Collateral governed by the laws of the Republic of Italy (the “Italian Security Documents”) each present and future Notes Secured Party hereby: (i) appoints, with the express consent pursuant to articles 1394 and 1395 of the Italian Civil Code, the Collateral Trustee to act as its agent with representative powers (mandatario con rappresentanza) and special attorney-in-fact (procuratore speciale) and representative for the security pursuant to article 2414-bis of the Italian Civil Code so that, acting in the name and on behalf of each Notes Secured Party, but also in its own name and on its own interest, it takes all the actions that it considers proper or necessary as provided under this Indenture and executes, also in the name and on behalf of the Notes Secured Parties, the Italian Security Documents, and the Collateral Trustee hereby accepts such appointment; (ii) grants the Collateral Trustee the power to negotiate and approve the terms and conditions of such Italian Security Documents and any amendment and/or restatement, confirmation and/or confirmation and extension thereof, execute any other agreement or instrument, give or receive any notice or declaration, identify and specify to third parties the names of the Notes Secured Parties at any given date, collect any and all amounts due to the Notes Secured Parties under each Italian Security Document and take any other action in relation to the creation, perfection, maintenance, confirmation and extension, enforcement and release of the security created thereunder and the performance of the Italian Security Documents, any amendments and/or waivers thereof which is made in accordance with this Indenture and any other such agreement, instrument, notices or declaration, in each case in the name and on behalf of the Notes Secured Parties; (iii) confirms that the Collateral Trustee is entitled to release any Italian Security Documents upon payment in full of any amounts due thereunder before the expiry of the applicable claw-back or ineffectiveness period, subject to satisfaction of the conditions set out in the relevant Italian Security Documents; (iv) confirms that in the event that any security created under any Italian Security Documents remains registered in the name of a Notes Secured Party after it has ceased to be a Notes Secured Party, then the Collateral Trustee shall remain empowered to execute a release of such security in its name and on its behalf; (v) undertakes to grant any power of attorney as it might be needed or appropriate for the Collateral Trustee to act in accordance with and within the limits of this Indenture and any Italian Security Document; (vi) undertakes to ratify and approve any such action taken in the name and on behalf of the Notes Secured Parties by the Collateral Trustee acting in its appointed capacity; (vii) confirms that the Collateral Trustee has authority to accept on its behalf the terms of any reliance letter or engagement letter relating to any reports or letters provided in connection with the Italian Security Document or the transactions contemplated therein, to bind it in respect of those reports or letters and to sign that reliance letter or engagement letter on its behalf and, to the extent that reliance letter or engagement letter has already been entered into, ratifies those actions; (viii) confirms that it accepts the terms and qualifications set out in that reliance letter or engagement letter; and (ix) acknowledges and agrees that the Collateral Trustee may enter in its name and on its behalf as agent with representative powers (mandatario con rappresentanza) into contractual arrangements pursuant to or in connection with the Italian Security Documents to which the Collateral Trustee is also a party (in its capacity as agent, trustee, mandatario con rappresentanza, representative for the security pursuant to article 2414-bis of the Italian Civil Code or otherwise) and expressly authorizes the Collateral Trustee, pursuant to article 1395 of the Italian Civil Code. The Notes Secured Parties expressly waive any right they may have under article 1394 of the Italian Civil Code in respect of contractual arrangements entered into by the Collateral Trustee in their name and on their behalf pursuant to or in connection with the Italian Security Documents, in each case to the extent legally possible to such Notes Secured Party. (E) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture to any discretionary action by, 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 to be) suffered or omitted by the Collateral Trustee or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction, reasonable satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral AgentTrustee, it is understood that in all cases the Collateral Trustee shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it deems appropriate. This provision is intended solely for the benefit of the Collateral Trustee and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to be bound by the terms of each Security Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct and the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoAgreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents to which it either of them is a party and the Intercreditor Agreements Agreement and to perform its their obligations and exercise its their rights and powers thereunderthereunder and to make the representations set forth therein on behalf of the Holders. (b) The Collateral Agent, the Collateral Control Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents or the Intercreditor Agreement to which the Collateral Agent or Trustee is a party and, subject to the terms of the Security Documents and the Intercreditor Agreement, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Sections 7.01 and Section 7.01, Section 7.02, the Security Documents, 7.02 and the Intercreditor AgreementsAgreement, the Trustee may, in its sole discretion and without the consent of the HoldersHolders (but is not obligated to), direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Obligationsamounts under the Notes and the Guarantees. Subject to Sections 7.01 and 7.02 and the Intercreditor AgreementsAgreement and at the Company’s sole cost and expense, the Trustee is authorized and empowered (but not obligated) to institute and maintain, or direct the Collateral Agent or Collateral Control Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Liens under the Security Documents or the Security Documents to which the Collateral Agent or Collateral Control Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Collateral Control Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent or Collateral Control Agent may deem expedient reasonably expedient, at the Company’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee Trustee, the Collateral Agent, or the Collateral Control Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, (i) consents and agrees to the terms of each Note Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this IndentureIndenture and that that it is subject to and bound by the provisions of the Intercreditor Agreement, the Collateral Trust Agreement and the other Note Security Documents, each as in effect at any time, (ii) authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent Trustee (pursuant to the Collateral Trust Agreement) to enter into, and into the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Note Security Documents to which it is a party either on the Closing Date or thereafter, and (iii) authorizes and empowers the Collateral Trustee to bind the Parity Lien Secured Parties (including the Trustee and the Intercreditor Agreements Holders) as set forth in the Note Security Documents to which it is a party and to perform its obligations and exercise its rights and powers thereunder. Whether or not expressly provided in any Note Security Document, in entering and acting thereunder, the Collateral Trustee shall be entitled to all of the rights, privileges, immunities and indemnities set forth in this Indenture, the Collateral Trust Agreement and any other Note Security Document. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, 7.01 and the Note Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, may (but shall not be obligated to) direct, on behalf of the Holders, the Collateral Agent Trustee pursuant to the Collateral Trust Agreement to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens granted pursuant to the Note Security Documents; (ii) enforce any of the terms of the Note Security Documents to which the Collateral Agent Trustee or the Trustee is a party; or (iii) collect and receive payment of any and all Note ObligationsObligations hereunder. Subject to At the Intercreditor AgreementsCompany’s sole cost and expense, the Trustee is hereby authorized and empowered and directed by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent Trustee pursuant to the Collateral Trust Agreement to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Liens Note Security Documents or the Security Documents to which the Collateral Agent or Trustee is a party Liens granted thereunder or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Note Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Company’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Liens granted pursuant to the Note Security Documents or be prejudicial to the interests of Holders, the Collateral Trustee or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereofof the Notes, consents and agrees to the terms of each Security Document the Indenture Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the Intercreditor Agreements, as originally same may be in effect and as or may be amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenturetheir terms, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Indenture Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to shall execute and deliver, the Security Agreement and any other Security Documents, the Pari Passu Intercreditor Agreements or joinders theretoAgreement and the Junior Lien Intercreditor Agreement and such other intercreditor agreements as are required to be executed pursuant to Section 10.1, and any amendments to the foregoing that are in accordance with Article 9, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes and other Holders of Notes Obligations as set forth in the Security Indenture Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Collateral Agent, the Trustee and the Holders of Securities Notes any funds collected or distributed to it or the Collateral Agent under the Security Indenture Documents to which the Trustee or the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes, the Trustee and the Collateral Agent according to the provisions of this IndentureIndenture and the other Indenture Documents, if applicable. (c) Subject to the provisions of Section 7.01, 7.1 and Section 7.02, the Security Documents7.2 hereof, and the Intercreditor Agreementsother Indenture Documents, the Trustee maymay (but shall not be obligated to), in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens on any Collateral securing the Notes Obligations; (ii2) enforce any of the terms of the Security other Indenture Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Notes Obligations. Subject to the Pari Passu Intercreditor AgreementsAgreement, the Junior Lien Intercreditor Agreement and the other Indenture Documents, the Trustee is authorized and empowered by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or of the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents or the Indenture Documents to which the Collateral Agent or Trustee is a party or this Indentureparty, and and, subject to the restrictions set forth in the other Indenture Documents, such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Liens under the other Indenture Documents or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereofaccepting a Security, consents and agrees to the terms of each Security Document the Intercreditor Agreement and the Intercreditor AgreementsCollateral Documents (including, without limitation, the provisions providing for foreclosure and release of Notes Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its terms or the terms of this Indenturetheir terms, and authorizes and directs appoints The Bank of New York Mellon Trust Company, N.A. as the Trustee and as the Collateral Agent, and each Holder directs the Collateral Agent and the Trustee, as applicable, to enter into the Security Collateral Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunderthereunder in accordance therewith. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, this Indenture (including without limitation Article 7) and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the HoldersAgreement, the Collateral Agent will, at the written direction of the Trustee or the Holders of a majority in principal amount of the Securities then outstanding (as certified to by the Trustee), take all the directed actions it deems necessary or appropriate in order to: (i) foreclose upon and take possession of all Notes Collateral pursuant to, or otherwise enforce take any or all other action to enforce, the provisions of the First Priority LiensCollateral Documents; (ii) enforce any of the terms of the Security Intercreditor Agreement and the Collateral Documents to which the Trustee or the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligationsobligations in respect of the Indenture Documents. Subject to the Intercreditor AgreementsAgreement and Article 7, each of the Trustee and the Collateral Agent is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens on the Notes Collateral or the Security other rights under the Collateral Documents to which the Trustee or the Collateral Agent or Trustee is a party or to prevent any impairment of Notes Collateral by any acts that may be unlawful or in violation of the Security such Collateral Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Notes Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest Liens or other rights under such Collateral Documents or hereunder or be prejudicial to the interests of the Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the each Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Third Lien Exchangeable Notes Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents and Intercreditor Agreements to which it is a party, authorizes and empowers the Trustee to direct appoints the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, as its collateral agent and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents and the Intercreditor Agreements to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Trustee under the Security Documents and the Intercreditor Agreements and, subject to which the Collateral Agent terms of the Security Documents or Trustee is a party and the Intercreditor Agreements, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this IndentureThird Lien Exchangeable Notes Indenture and the Third Lien Exchangeable Notes. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Documents and the Intercreditor Agreements, the Trustee may, in its sole discretion and may (but shall not be obligated to) without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii1) enforce any of the terms of the Security Documents or the Intercreditor Agreements to which the Collateral Agent or Trustee is a party; or (iii2) collect and receive payment of any and all Note Obligations. Obligations with respect to the Notes. (d) Subject to the Intercreditor AgreementsAgreements and at the Company’s sole cost and expense, the Trustee is authorized and empowered (but shall not be obligated) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem be expedient to protect or enforce the First Priority Liens or the Security Documents with respect to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which Documents, the Collateral Agent or Trustee is a party Intercreditor Agreements or this Third Lien Exchangeable Notes Indenture, and such suits and proceedings as may be expedient, at the Trustee or the Collateral Agent may deem expedient Company’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power . Nothing in this Section 12.04 shall be considered to institute and maintain suits impose any such duty or proceedings obligation to restrain act on the enforcement part of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of Securitiesholder, by its acceptance thereofof the Notes, consents and agrees to the terms of each the Security Document Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the Intercreditor Agreements, as originally same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its terms or the terms of this Indenturetheir terms, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoAgreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Article 7 and the Intercreditor AgreementsAgreement, the Trustee mayTrustee, in its sole discretion and without the consent of the HoldersHolders of Notes, directmay, or at the direction of the Holders of a majority in principal amount of the Notes then outstanding, the Trustee shall, direct on behalf of the HoldersHolders of Notes, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon and take possession of all Collateral pursuant to, or otherwise enforce take any or all other action to enforce, the provisions of the First Priority LiensSecurity Documents; (ii2) enforce any of the terms of the Intercreditor Agreement and the Security Documents to which the Trustee or the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any all obligations in respect of the Notes, the Note Guaranties and all Note Obligationsthis Indenture. Subject to the Intercreditor AgreementsAgreement and Article 7, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens on the Collateral or the other rights under the Security Documents to which the Trustee or the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the such Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest Liens or other rights under such Security Documents or hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (aA) Each Holder of SecuritiesNotes, by its acceptance thereof, (i) consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, (ii) authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and (iii) authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (bB) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Collateral Agent under the Security Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this IndentureIndenture and the Security Documents. (cC) Subject to the provisions of Section 7.01, 10.01 and Section 7.02, 10.02 and the Security Documents, and the Intercreditor Agreements, the Trustee maymay (but will not be obligated to), in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority Note Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or the Trustee is a party; or (iii3) collect and receive payment of any and all Note ObligationsObligations hereunder. Subject to At the Intercreditor AgreementsCompany’s sole cost and expense, the Trustee is hereby authorized and empowered by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Note Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Company’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Note Liens or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, appoints the Notes Collateral Agent as its collateral agent under the Notes Collateral Documents, consents and agrees to the terms of each Security Notes Collateral Document and the Intercreditor Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Notes Collateral Agent to enter into the Security Intercreditor Agreements and the Notes Collateral Documents to which it is a party, authorizes and empowers the Trustee to direct the Notes Collateral Agent to enter into, and the Notes Collateral Agent to execute and deliver, the Notes Collateral Documents and the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Notes Collateral Agent to bind the Holders holders of Securities Notes and other holders of Notes Obligations secured by the Collateral as set forth in the Security Notes Collateral Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Subject to the provisions of the Intercreditor Agreements and the Notes Collateral Documents, the Trustee and the Notes Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Notes Collateral Documents to which the Notes Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02Articles VI and VII hereof, the Security Intercreditor Agreements and the Notes Collateral Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the Liens securing the First Priority LiensObligations; (ii2) enforce any of the terms of the Security Notes Collateral Documents to which the Notes Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Notes Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens securing the Notes Obligations or the Security Notes Collateral Documents to which the Notes Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Notes Collateral Documents to which the Notes Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Notes Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Notes Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document Collateral Agreement and the First Lien Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and empowers the Collateral Agent to act as the collateral agent under the Collateral Agreements, authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Security Documents Collateral Agreements and the First Lien Intercreditor Agreement to which it each is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute execute, deliver and deliverperform, the First Lien Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes and other holders of First Lien Obligations as set forth in the Security Documents Collateral Agreements to which it each is a party and the First Lien Intercreditor Agreements Agreement and to perform its their respective obligations and exercise its their respective rights and powers thereunder. (b) The Collateral Agent and Subject to the terms of the First Lien Intercreditor Agreement, the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Trustee under the Security Documents Collateral Agreements to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Collateral Agreements, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01First Lien Intercreditor Agreement, Section the Collateral Agreements and Sections 7.01 and 7.02, the Security DocumentsTrustee, and at the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent direction of the HoldersHolders of at least a majority in aggregate principal amount of the outstanding Notes, shall direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the each Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this First Lien Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents and Intercreditor Agreements to which it is a party, authorizes and empowers the Trustee to direct appoints the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, as its collateral agent and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents and the Intercreditor Agreements to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Trustee under the Security Documents and the Intercreditor Agreements and, subject to which the Collateral Agent terms of the Security Documents or Trustee is a party and the Intercreditor Agreements, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this IndentureFirst Lien Indenture and the Notes. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Documents and the Intercreditor Agreements, the Trustee may, in its sole discretion and may (but shall not be obligated to) without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii1) enforce any of the terms of the Security Documents or the Intercreditor Agreements to which the Collateral Agent or Trustee is a party; or (iii2) collect and receive payment of any and all Note Obligations. Obligations with respect to the Notes. (d) Subject to the Intercreditor AgreementsAgreements and at the Company’s sole cost and expense, the Trustee is authorized and empowered (but shall not be obligated) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem be expedient to protect or enforce the First Priority Liens or the Security Documents with respect to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which Documents, the Collateral Agent or Trustee is a party Intercreditor Agreements or this First Lien Indenture, and such suits and proceedings as may be expedient, at the Trustee or the Collateral Agent may deem expedient Company’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power . Nothing in this Section 12.04 shall be considered to institute and maintain suits impose any such duty or proceedings obligation to restrain act on the enforcement part of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereofof a Note, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsAgreement, as originally in effect on the Issue Date and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this the Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into execute and deliver the Security Documents and the Intercreditor Agreement to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, party and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and other holders of Securities Pari-Passu Lien Obligations as set forth in the Security Documents and the Intercreditor Agreement to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents and the Intercreditor Agreement to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this the Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Sections 7.01 and 7.02 and the Intercreditor AgreementsAgreement, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority Pari-Passu Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Pari-Passu Lien Obligations. Subject to Sections 7.01 and 7.02, the Intercreditor AgreementsAgreement and the Collateral Management Agreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Pari-Passu Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this the Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its respective terms or and the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it each is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents to which it the Trustee or the Collateral Agent is a party and the Intercreditor Agreements party, and to perform its obligations and exercise its rights and powers thereunder. (b) The Each Holder of Notes, by its acceptance thereof, authorizes and directs the Trustee and the Collateral Agent to enter into one or more amendments to the Intercreditor Agreement or enter into any additional intercreditor agreement or any amendments or supplements to the Security Documents in accordance with the provisions of this Indenture, the Intercreditor Agreement and the other Security Documents. (c) If the Company or any Guarantor (i) Incur Additional Obligations in the future permitted pursuant to this Indenture to share in the Collateral on a pari passu or junior basis with the Holders of the Notes at any time when no applicable Intercreditor Agreement is in effect, and (ii) delivers to the Trustee and the Collateral Agent an Officer’s Certificate so stating and requesting the Trustee and Collateral Agent, if applicable, to enter into the Intercreditor Agreement in favor of a designated agent or representative for the holders of the Additional Obligations so incurred, together with an Opinion of Counsel, the Collateral Agent and the Trustee, if applicable, shall (and is hereby authorized and directed to) enter into such Intercreditor Agreement (at the sole expense and cost of the Company, including legal fees and expenses of the Trustee are and Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. (d) At the written direction of the Company and without the consent of the Holders of the Notes, the Trustee and the Collateral Agent shall (so long as not prohibited by this Indenture) from time to time enter into one or more amendments to the Intercreditor Agreement (including the Joinder Agreements) or any additional intercreditor agreement or deed to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) increase the amount of Indebtedness or the types covered thereby that is permitted hereunder to be incurred by the Company or a Restricted Subsidiary and be subject thereto and to provide for Permitted Liens, (iii) add Guarantors or other parties (such as representatives of new issuances of Indebtedness) thereto, (iv) further secure the Notes (including Additional Notes), (v) make provision for equal and ratable pledges of the Collateral to secure Additional Notes or Additional Pari Passu Obligations, or (vi) make any other such change thereto that is permitted by Section 9.01. The Company shall not otherwise direct the Trustee or the Collateral Agent to enter into any amendment to the Intercreditor Agreement or, if applicable, any additional intercreditor agreement or deed, without the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes. (e) Each Holder of a Note, by accepting such Note, shall be deemed to have (i) appointed and authorized the Trustee to give effect to such provisions in Section 11.03(c); (ii) authorized the Trustee to become a party to any future intercreditor arrangements described in Section 11.03(c); (iii) agreed to be bound by such provisions in Section 11.03(c) and the provisions of any future intercreditor arrangements described in Section 11.03(c); and (iv) irrevocably appointed the Trustee to act on its behalf to enter into and comply with such provisions in Section 11.03(c) and the provisions of any future intercreditor arrangements in Section 11.03(c). (f) Each of the Trustee and the Collateral Agent is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Collateral Agent under the Security Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (cg) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Documents and the Intercreditor AgreementsAgreement, if any, the Trustee may, in its sole discretion and without upon the consent written direction of the HoldersHolders holding a majority of the aggregate outstanding principal amount of the Notes shall, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens on the Collateral; (ii) perfect any security interest granted or purported to be granted by the Security Documents as contemplated thereby or enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement and at the Company’s sole cost and expense, the Trustee is hereby authorized and empowered by each Holder of Notes (by its acceptance thereof), but shall be under no obligation to unless directed, in writing, and indemnified, if requested, by Holders holding a majority of the outstanding principal amount of the Notes, to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it or such Holders may deem reasonably expedient to protect or enforce the First Priority Liens on the Collateral or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent such Holders may deem expedient reasonably expedient, at the Company’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Liens on the Collateral or be prejudicial to the interests of HoldersHolders or the Trustee. Subject to the provisions of the Security Documents and the Intercreditor Agreement, the Collateral Agent agrees to take such action as instructed by the Trustee or in order to effectuate the Collateral Agentforegoing.

Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsSubordination Agreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct and the Collateral Agent to enter into, and the Collateral Agent Trustee to execute and deliver, the Intercreditor Agreements or joinders theretoSubordination Agreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities and other holders of Securities Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Subordination Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this IndentureIndenture and the Subordination Agreement. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Article 10 and the Intercreditor AgreementsSubordination Agreement, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Securities Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Securities Obligations. Subject to the Intercreditor AgreementsSubordination Agreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Securities Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (aA) Each Holder of SecuritiesNotes, by its acceptance thereof, and the Trustee hereby designates and appoints the Collateral Agent as its agent under this Indenture and the Security Documents and each Holder by acceptance of the Notes consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a partyDocuments, and irrevocably authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and duties, exercise its rights and powers thereunderand take any action permitted or required thereunder that are expressly delegated to the Collateral Agent by the terms of this Indenture and the Security Documents. The Collateral Agent shall hold (directly or through any agent) and is directed by each Holder to so hold, and shall be entitled to enforce on behalf of the Holders all Liens on the Collateral created by the Security Documents for their benefit. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (cB) Subject to the provisions of Section 7.01, Section 7.02, the applicable Security Documents, Documents and the Intercreditor AgreementsAgreement, the Trustee and each Holder, by acceptance of any Notes, agrees that (x) the Collateral Agent may, in its sole discretion (but without obligation) and without the consent of the Holders, direct, on behalf of Trustee or the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: to (i) foreclose upon preserve the Collateral or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of rights under the Security Documents to which the Collateral Agent or Trustee is a party; or and (iiiii) collect and receive payment of any and all Note Obligations. Subject to amounts payable in respect of the Intercreditor Agreements, Obligations of the Trustee is authorized Company and empowered the Guarantors hereunder and under the Indenture Documents and (y) the Collateral Agent shall have power to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or securing the Security Documents to which the Collateral Agent or Trustee is a party or Obligations and/or to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this IndentureIndenture Documents, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes Secured Parties in the Collateral, Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder thereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent, the Holders or the Trustee). Notwithstanding the foregoing, the Collateral Agent may, at the expense of the Company, request the direction of the Holders with respect to any such actions and upon receipt of the written consent of the Majority Holders, shall take such actions; provided that all actions so taken shall, at all times, be in conformity with the requirements of the Intercreditor Agreement, if applicable. Until the Notes and the other Obligations are discharged in full or are otherwise no longer outstanding, all remedies and Enforcement Actions in respect of the Collateral and any foreclosure actions in respect of any Liens on the Collateral, and all actions, undertakings or consents by the Collateral Agent in respect of the Collateral, in each case, shall be undertaken solely at the instruction of the Majority Holders and subject to the Intercreditor Agreement. The Collateral Agent shall not be liable for any actions taken at the direction of the Majority Holders.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document Document, the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or and the terms of this Indenture, appoints the Collateral Agent as its collateral agent, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the First Lien Intercreditor Agreements or joinders thereto, Agreement and the Junior Lien Intercreditor Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and the First Lien Intercreditor Agreements Agreement and the Junior Lien Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.017.01 and Section 7.02 hereof, Section 7.02and the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; orand/or (iii3) collect and receive payment of any and all Note Obligations. Subject to the terms of the First Lien Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest Lien hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Twenty-Third Supplemental Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers directs the Trustee to direct execute and deliver the Additional First Lien Secured Party Consent, authorizes and empowers the Trustee, through such Additional First Lien Secured Party Consent, to appoint the First Lien Collateral Agent to enter into, and on the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, terms thereof and authorizes and empowers the Trustee and (through the Additional First Lien Secured Party Consent) the First Lien Collateral Agent to bind the Holders of Securities Notes and other holders of First Lien Obligations as set forth in the Security Documents to which it is they are a party and the Intercreditor Agreements Agreements, including, without limitation, the First Lien Intercreditor Agreement, and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Trustee under the Security Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Twenty-Third Supplemental Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the First Lien Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the First Lien Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreements and at the Issuer’s sole cost and expense, the Trustee is authorized and empowered to institute and maintain, or direct the First Lien Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Liens or the Security Documents to which the First Lien Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Twenty-Third Supplemental Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Issuer’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Eighteenth Supplemental Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers directs the Trustee to direct execute and deliver the Additional First Lien Secured Party Consent, authorizes and empowers the Trustee, through such Additional First Lien Secured Party Consent, to appoint the First Lien Collateral Agent to enter into, and on the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, terms thereof and authorizes and empowers the Trustee and (through the Additional First Lien Secured Party Consent) the First Lien Collateral Agent to bind the Holders of Securities Notes and other holders of First Lien Obligations as set forth in the Security Documents to which it is they are a party and the Intercreditor Agreements Agreements, including, without limitation, the First Lien Intercreditor Agreement, and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Trustee under the Security Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Eighteenth Supplemental Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the First Lien Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the First Lien Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreements and at the Issuer’s sole cost and expense, the Trustee is authorized and empowered to institute and maintain, or direct the First Lien Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Liens or the Security Documents to which the First Lien Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Eighteenth Supplemental Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Issuer’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, appoints the Notes Collateral Agent as its collateral agent under the Security Documents, consents and agrees to the terms of each Security Document and Document, the Intercreditor Agreements, Agreements and any future intercreditor agreement under Section 12.02(g) as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Notes Collateral Agent to enter into the Intercreditor Agreements and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Notes Collateral Agent to enter into, and the Notes Collateral Agent to execute and deliver, the Security Documents and Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Notes Collateral Agent to bind the Holders of Securities Notes and other holders of Obligations secured by the Security Documents as set forth in the Security Documents to which it is a party and party, the Intercreditor Agreements and any future intercreditor agreement under Section 12.02(g) and to perform its obligations and exercise its rights and powers thereunder. (b) The Subject to the provisions of the Intercreditor Agreements, any future intercreditor agreement under Section 12.02(g) and the Security Documents, the Trustee and the Notes Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the Notes Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Article 6 and Section 7.017.01 and 7.02 hereof, the Intercreditor Agreements, any future intercreditor agreement under Section 7.02, 12.02(g) and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens securing the Notes Obligations; (ii) enforce any of the terms of the Security Documents to which the Notes Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Notes Obligations. . (d) Subject to the Intercreditor AgreementsAgreements and any future intercreditor agreement under Section 12.02(g), the Trustee is authorized and empowered to institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens securing the Notes Obligations or the Security Documents to which the Notes Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Notes Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Notes Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Notes Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, appoints the First-Priority Collateral Agent as its collateral agent under the Security Documents, consents and agrees to the terms of each Security Document and the First Lien Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the First-Priority Collateral Agent to enter into the First Lien Intercreditor Agreement and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the First-Priority Collateral Agent to enter into, and the First-Priority Collateral Agent to execute and deliver, the Security Documents and First Lien Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the First-Priority Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations secured by the Security Documents as set forth in the Security Documents to which it is a party and the First Lien Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Subject to the provisions of the First Lien Intercreditor Agreement and the Security Documents, the Trustee and the First-Priority Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the First-Priority Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01Article VI, Section 7.027.01 and Section 7.02 hereof, the First Lien Intercreditor Agreement and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the First-Priority Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Liens securing the First-Priority LiensObligations; (ii2) enforce any of the terms of the Security Documents to which the First-Priority Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Notes Obligations. Subject to the First Lien Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the First-Priority Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Liens securing the First-Priority Liens Obligations or the Security Documents to which the First-Priority Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the First-Priority Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the First-Priority Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the First-Priority Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the each Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents and Intercreditor Agreements to which it is a party, authorizes and empowers the Trustee to direct appoints the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, as its collateral agent and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents and the Intercreditor Agreements to which it is a party and party, including, without limitation, the Third Lien Intercreditor Agreements Agreement, and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Trustee under the Security Documents and the Intercreditor Agreements and, subject to which the Collateral Agent terms of the Security Documents or Trustee is a party and the Intercreditor Agreements, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and may (but shall not be obligated to) without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens with respect to Obligations under this Indenture, the Notes and the Guarantees; (ii) enforce any of the terms of the Security Documents or the Intercreditor Agreements to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note ObligationsObligations with respect to the Notes. Subject to the Intercreditor AgreementsAgreements and at the Issuer’s sole cost and expense, the Trustee is authorized and empowered (but shall not be obligated) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem be expedient to protect or enforce the First Priority Liens with respect to Obligations under this Indenture, the Notes and the Guarantees or the Security Documents or the Intercreditor Agreements to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which Documents, the Collateral Agent or Trustee is a party Intercreditor Agreements or this Indenture, and such suits and proceedings as may be expedient, at the Trustee or the Collateral Agent may deem expedient Issuer’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power . Nothing in this Section 12.03 shall be considered to institute and maintain suits impose any such duty or proceedings obligation to restrain act on the enforcement part of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereofof its Note, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsCollateral Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoDocuments, and authorizes and empowers each of the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Collateral Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Collateral Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this IndentureIndenture and the Collateral Documents. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, the The Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens granted by the Collateral Documents; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a partyDocuments; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreementsamounts owing under this Indenture, the Notes and the Collateral Documents. (d) The Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which granted by the Collateral Agent or Trustee is a party Documents or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Collateral Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent. (e) The Collateral Agent shall have no duty as to any Collateral in its possession or control, other than those duties specifically set forth herein, or the possession or control of any agent or bailee or any income thereon or as to the preservation or rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. (f) All moneys received by the Collateral Agent under or pursuant to any provision of this Indenture or any Collateral Document shall be paid over or delivered to the Trustee in the form received (with any necessary endorsements) for application by the Trustee pursuant to the provisions of this Indenture. (g) The Collateral Agent may execute any power and perform any duty under this Indenture or any Collateral Document either directly or by or through agents, nominees or attorneys-in-fact. The Collateral Agent may act and conclusively rely, and shall be protected in acting and conclusively relying on, the opinion or advice of, or information obtained from, any counsel (which shall include counsel to the Company), accountant, appraiser or other expert or adviser, whether retained or employed by the Collateral Agent or the Trustee in relation to any matter in connection with this Indenture, the Collateral Documents or any other document, instrument or writing. The Collateral Agent shall be entitled to rely on the advice of counsel selected by it concerning all matters pertaining to such powers and duties. The Collateral Agent shall not be responsible for any acts or omissions, including any negligence or misconduct, of any agents, nominees or attorneys-in-fact selected by it with due care. (h) If the Collateral Agent has been requested or is otherwise required to take action pursuant to this Indenture or any Collateral Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Agent by this Indenture or any Collateral Document unless the Collateral Agent shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Collateral Agent. Under no circumstances shall the Collateral Agent be required to expend or risk its own funds or incur or risk any liability. (i) The Collateral Agent shall not be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or lien granted under the Collateral Documents, (ii) the filing, re-filing, recording, re-recording or continuing of any document, financing statement, mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (iii) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to any property subject to any of the Collateral Documents. (j) In no event shall the Collateral Agent be liable for incidental, indirect, special or consequential damages, regardless of the form of action and even if the same were foreseeable. Notwithstanding anything set forth herein to the contrary, the Collateral Agent shall have a duty of reasonable care with respect to any Collateral which is delivered to the Collateral Agent and is in the Collateral Agent's possession and control. (k) Except during the existence of an Event of Default, the Collateral Agent shall have no duty as to any Collateral in its possession or control, other than those duties specifically set forth herein, or the possession or control of any agent or bailee or any income thereon or as to the preservation or rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. (l) All moneys received by the Collateral Agent under or pursuant to any provision of this Indenture or any Collateral Document shall be paid over or delivered to the Trustee in the form received (with any necessary endorsements) for application by the Trustee pursuant to the provisions of this Indenture. (m) Subject to Section 7.01, in the absence of its negligence or willful misconduct, the Collateral Agent may 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 Agent and conforming to the requirements of this Indenture or any Collateral Document.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented restated, supplemented, modified or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent Trustee to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent Trustee to execute and deliver, deliver the Collateral Trust and Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the Collateral Agent Trustee to bind the Holders of Securities Notes and other holders of Term and Notes Obligations as set forth in the Security Documents to which it is they are a party and the Intercreditor Agreements and to perform its their obligations and exercise its rights and powers thereunder. (b) Each Holder of Notes, by its acceptance thereof, authorizes and directs the Trustee and the Collateral Trustee to enter into one or more amendments to the Intercreditor Agreements or enter into any additional intercreditor agreement or any amendments or supplements to the Security Documents in accordance with the provisions of this Indenture, the Intercreditor Agreements and the Security Documents. (c) At the direction of the Issuer and without the consent of the holders of the Notes, the Trustee and the Collateral Trustee shall upon direction of the Issuer (so long as not prohibited by the this Indenture) from time to time enter into one or more amendments to the Intercreditor Agreements or any additional intercreditor agreement or deed to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) increase the amount of Indebtedness or the types covered thereby that may be incurred by the Issuer or a Restricted Subsidiary that is subject thereto and to provide for Permitted Liens, (iii) add Guarantors or other parties (such as representatives of new issuances of Indebtedness) thereto, (iv) permit payments to be made to the Issuer that would not otherwise have been permitted pursuant to the terms of the Intercreditor Agreements, (v) further secure the Notes (including Additional Notes), (vi) make provision for equal and ratable pledges of the Collateral to secure Additional Notes or Other Pari Passu Secured Obligations, or (vii) make any other such change thereto that does not adversely affect the rights of the holders of the Notes in any material respect. The Issuer shall not otherwise direct the Trustee or the Collateral Agent Trustee to enter into any amendment to the Intercreditor Agreements or, if applicable, any additional intercreditor agreement or deed, without the consent of the holders of a majority in principal amount of the outstanding Notes. (d) Each Holder of a Note, by accepting such Note, shall be deemed to have (i) appointed and authorized the Trustee and the Collateral Trustee to give effect to such provisions in Section 11.03(c); (ii) authorized each of the Trustee and the Collateral Trustee to become a party to any future intercreditor arrangements described in this Section 11.03(c); (iii) agreed to be bound by such provisions in Section 11.03(c) and the provisions of any future intercreditor arrangements described in this Section 11.03(c); and (iv) irrevocably appointed the Trustee and the Collateral Trustee to act on its behalf to enter into and comply with such provisions in Section 11.03(c) and the provisions of any future intercreditor arrangements in this Section 11.03(c). (e) Each of the Collateral Trustee and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Collateral Trustee or the Trustee under the Security Documents and, subject to which the Collateral Agent or terms of the Security Documents, the Trustee is a party authorized and empowered to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (cf) Subject to the provisions of Section 7.01, Section 7.02, and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent Trustee to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensTerm and Notes Collateral; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent Trustee or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsSecurity Documents and at the Issuer's sole cost and expense, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent Trustee to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Liens Collateral or the Security Documents to which the Collateral Agent Trustee or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Issuer's sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter intoexecute and deliver, and the Trustee hereby directs the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoAgreement and the other Security Documents to which it is a party, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes and other holders of Obligations under this Indenture, the Notes, the Note Guarantees and the Security Documents as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Intercreditor Agreement or the other Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Sections 7.01 and 7.02 and except as otherwise provided in the Intercreditor AgreementsAgreement, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority second priority Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Obligations under this Indenture, the Notes, the Note Obligations. Guarantees and the Security Documents. (d) Subject to the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority second priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder.. -82- (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, deliver the Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents to which it the Collateral Agent is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) . The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Collateral Agent under the Security Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) . Subject to the provisions of Section 7.01, Section 7.02, and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (ia) foreclose upon or otherwise enforce any or all of the First Second Priority Liens; (iib) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iiic) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement and at the Issuers’ sole cost and expense, the Trustee is hereby authorized and empowered by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Second Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Issuers’ sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Second Priority Liens or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the each Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents and Intercreditor Agreements to which it is a party, authorizes and empowers the Trustee to direct appoints the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, as its collateral agent and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes and other holders of First Lien Obligations as set forth in the Security Documents and the Intercreditor Agreements to which it is a party party, including, without limitation, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreements Agreement, and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Trustee under the Security Documents and the Intercreditor Agreements and, subject to which the Collateral Agent terms of the Security Documents or Trustee is a party and the Intercreditor Agreements, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and may (but shall not be obligated to) without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the Liens with respect to First Priority LiensLien Obligations; (ii) enforce any of the terms of the Security Documents or the Intercreditor Agreements to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note ObligationsObligations with respect to the Notes. Subject to the Intercreditor AgreementsAgreements and at the Issuer’s sole cost and expense, the Trustee is authorized and empowered (but shall not be obligated) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem be expedient to protect or enforce the Liens with respect to First Priority Liens Lien Obligations or the Security Documents or the Intercreditor Agreements to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which Documents, the Collateral Agent or Trustee is a party Intercreditor Agreements or this Indenture, and such suits and proceedings as may be expedient, at the Trustee or the Collateral Agent may deem expedient Issuer’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power . Nothing in this Section 12.03 shall be considered to institute and maintain suits impose any such duty or proceedings obligation to restrain act on the enforcement part of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Collateral Document and the First Lien/Second Lien Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, and consents and agrees to the terms of any Parity Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, authorizes and directs the Trustee and and/or the Collateral Agent to enter into the Security Collateral Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Trustee and/or the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoAgreements, and authorizes and empowers the Trustee and and/or the Collateral Agent to bind the Holders of Securities Secured Parties as set forth in the Security Collateral Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. Any request, demand, authorization, direction, notice, consent, waiver, approval, exercise of judgment or discretion, designation or other action provided or permitted by this Indenture to be given, taken or exercised by the Collateral Agent, shall be given, taken or exercised by the Collateral Agent at the direction of the Trustee who, prior to the Sell-Down Date, shall seek directions from the Controlling Parties, and who, after the Sell-Down Date, shall seek directions from the Required Holders as required by the terms of this Indenture; provided that the Trustee may seek direction or consent from the Required Holders in connection with (i) the amendment or modification of any Intercreditor Agreement in effect prior to the Sell-Down Date or attached as an Exhibit hereto, in each case, other than to give effect to the incurrence or issuance of additional, replacement or refinancing Indebtedness permitted thereunder, the addition of an agent, trustee or other representative for the holders of any Indebtedness permitted thereunder or the addition of obligors with respect to Indebtedness subject thereto, (ii) entering into any Intercreditor Agreement attached hereto as an Exhibit other than on terms substantially similar to the terms set forth in such Exhibit (other than as permitted by clause (i) above) and (iii) acceptance of or consent to any Intercreditor Agreement that is not attached as an Exhibit hereto, in each case, that is required hereunder after the Sell-Down Date to be in form and substance acceptable or satisfactory to the Collateral Agent and that the Collateral Agent reasonably believes it is necessary to obtain such consent and direction from the Required Holders in order to avoid any financial liability in the exercise of such judgment or discretion. Any notice, agreement, certificate or other document delivered to the Collateral Agent by any Issuer, any Guarantor or any other Person in connection with any of the Notes Documents, shall promptly be delivered by the Collateral Agent to the Trustee (if the Collateral Agent is not the same entity as the Trustee). (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Secured Parties any funds collected or distributed under the Security Collateral Documents to which the Collateral Agent or the Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this IndentureIndenture and the Intercreditor Agreements. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, 7.02 and the Intercreditor Agreements, the Trustee may, in its sole discretion and without at the consent written direction of the Required Holders, during the continuance of an Event of Default, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens created under the Collateral Documents; (ii) enforce any of the terms of the Security Collateral Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject Secured Obligations to the Intercreditor Agreements, the Trustee is authorized extent then due and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agentpayable.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the the Trustee and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoAgreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this IndentureIndenture and the Intercreditor Agreement. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Article 11 and the Intercreditor AgreementsAgreement, the Trustee may, in its sole discretion and without at the consent written direction of the HoldersHolders holding at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Second Priority Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Notes Obligations. Subject to the Intercreditor AgreementsAgreement, the Trustee Trustee, at the written direction of the Holders holding at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class, is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it the Trustee may deem expedient to protect or enforce the First Second Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, (i) consents and agrees to the terms of each Note Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, (ii) authorizes and directs the Trustee and the Collateral Agent to enter into the Note Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and (iii) authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Note Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. Whether or not expressly provided in any Note Security Document, in entering and acting thereunder, the Collateral Agent (and the Trustee, if applicable) shall be entitled to all of the rights, privileges, immunities and indemnities set forth in this Indenture. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and under the Note Security Documents and, subject to the terms of the Note Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this IndentureIndenture and the Note Security Documents. (c) Subject to the provisions of Section 7.01, Section 7.02, 7.01 and the Note Security Documents, and the Intercreditor Agreements, the Trustee maymay (but shall not be obligated to), in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens granted pursuant to the Note Security Documents; (ii) enforce any of the terms of the Note Security Documents to which the Collateral Agent or the Trustee is a party; or (iii) collect and receive payment of any and all Note ObligationsObligations hereunder. Subject to At the Intercreditor AgreementsCompany’s sole cost and expense, the Trustee is hereby authorized and empowered and directed by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Liens Note Security Documents or the Security Documents to which the Collateral Agent or Trustee is a party Liens granted thereunder or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Note Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Company’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Liens granted pursuant to the Note Security Documents or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the each Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents and Intercreditor Agreements to which it is a party, authorizes and empowers the Trustee to direct appoints the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, as its collateral agent and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents and the Intercreditor Agreements to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Trustee under the Security Documents and the Intercreditor Agreements and, subject to which the Collateral Agent terms of the Security Documents or Trustee is a party and the Intercreditor Agreements, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this IndentureIndenture and the Notes. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and may (but shall not be obligated to) without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii1) enforce any of the terms of the Security Documents or the Intercreditor Agreements to which the Collateral Agent or Trustee is a party; or (iii2) collect and receive payment of any and all Note Obligations. Obligations with respect to the Notes. (d) Subject to the Intercreditor AgreementsAgreements and at the Company’s sole cost and expense, the Trustee is authorized and empowered (but shall not be obligated) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem be expedient to protect or enforce the First Priority Liens or the Security Documents with respect to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which Documents, the Collateral Agent or Trustee is a party Intercreditor Agreements or this Indenture, and such suits and proceedings as may be expedient, at the Trustee or the Collateral Agent may deem expedient Company’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power . Nothing in this Section 12.04 shall be considered to institute and maintain suits impose any such duty or proceedings obligation to restrain act on the enforcement part of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, Notes consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the First Lien Notes Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the First Lien Notes Collateral Agent to enter into, and the Trustee and the First Lien Notes Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoAgreements, and authorizes and empowers the Trustee and the First Lien Notes Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. Any request, demand, authorization, direction, notice, consent, waiver, approval, exercise of judgment or discretion, designation or other action provided or permitted by this Indenture to be given, taken or exercised by the First Lien Notes Collateral Agent, shall be given, taken or exercised by the First Lien Notes Collateral Agent at the direction of the Trustee who shall seek directions from (x) the Controlling Party (prior to the Disposition Date), (y) unless a Default or Event of Default has occurred and is continuing and subject to the Intercreditor Agreements, the Issuer (accompanied by an Officer’s Certificate evidencing the consent from the First Lien Collateral Agent with respect to the corresponding requirement in the First Lien Credit Agreement (after the Disposition Date but prior to the Discharge of Credit Agreement Obligations)) or (z) the Required Holders (after the Disposition Date and the Discharge of Credit Agreement Obligations). The Issuer and Notes Guarantors shall deliver any notice, agreement, certificate or other document delivered to the First Lien Notes Collateral Agent in connection with any of the Notes Documents to the Trustee. (b) The First Lien Notes Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the First Lien Notes Collateral Agent or the Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this IndentureIndenture and the Intercreditor Agreements. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, 7.02 and the Intercreditor Agreements, the Trustee maymay (but shall not be obligated to), in its sole and reasonable discretion and without the consent of the any Holders, direct, on behalf of the Holders, the First Lien Notes Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens created under the Security Documents; (ii) enforce any of the terms of the Security Documents or Intercreditor Agreements to which the First Lien Notes Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject Notes Obligations to the Intercreditor Agreements, the Trustee is authorized extent then due and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agentpayable.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, restated, amended and restated, renewed, modified, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and to authorize the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct and the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, into the Intercreditor Agreements or joinders thereto, Agreement and any Future Intercreditor Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as Notes pursuant to the terms of the Intercreditor Agreement and any Future Intercreditor Agreement, make the representations of the Holders set forth in therein and to perform their respective obligations and exercise their respective rights and powers under the Security Documents to which it is a party and ; provided, however, that if any of the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunderprovisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act shall control. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party entitled pursuant to the terms of the Intercreditor Agreement and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or of the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral AgentDocuments.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect on the Issue Date and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into execute and deliver the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, party and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities and Additional Debt Holders as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, 7.02 and the Intercreditor AgreementsArticle 10, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority Liens;Liens on the Collateral; or (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsSection 7.01 and Section 7.02, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens on the Collateral or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of HoldersHolders of Notes, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document Document, the Intercreditor Agreement, and the Guarantor Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoAgreement, and the Guarantor Intercreditor Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and the Guarantor Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.017.01 and Section 7.02 hereof, Section 7.02the Intercreditor Agreement, the Guarantor Intercreditor Agreement and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Second Priority Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Second Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsAgreement, in each case, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoAgreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes and other holders of 2011 Note Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and obligations, exercise its rights and powers and take any action permitted or required thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under this Indenture and the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Article Seven and the Intercreditor AgreementsAgreement, the Trustee may, in its sole discretion and without the consent of the HoldersHolders of Notes, direct, on behalf of the HoldersHolders of Notes, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Note Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a partyDocuments; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the The Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority 2011 Note Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent it may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder 2011 Note Liens or be prejudicial to the interests of Holders, the Trustee Holders of Notes or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent Trustee to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent Trustee to enter into, and the Collateral Agent Trustee to execute and deliver, the Intercreditor Agreements or joinders theretoAgreement, and authorizes and empowers the Trustee and the Collateral Agent Trustee to bind the Holders of Securities and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent Trustee and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent Trustee or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor AgreementsAgreement, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent Trustee to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Second Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent Trustee or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent Trustee to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Second Priority Liens or the Security Documents to which the Collateral Agent Trustee or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent Trustee or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of Securitiesa Note, by its acceptance thereof, consents is deemed to have authorized, directed and agrees to the terms of each Security Document and the Intercreditor Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs empowered the Trustee and the Collateral Agent to enter into the Security Documents to which it is a partyAgreements, authorizes and empowers the whether as Trustee to direct the or Collateral Agent to enter intoAgent, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents Agreements to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. If, at any time the Intercreditor Agreement ceases to be in effect (or with respect to a portion of the Collateral) because the First-Priority Lien Obligations are no longer outstanding or no longer secured by Liens on all or a portion of the Collateral and, thereafter, the Issuer or any Guarantor subsequently incurs Obligations under a new Credit Facility or other Obligations that are to be secured by first-priority liens on assets of the Issuer or any Guarantor of the type constituting Collateral (which first-priority basis is permitted under the Indenture), the Trustee and the Collateral Agent are hereby authorized, directed and empowered to enter into a new intercreditor agreement that provides the representative under such Credit Facility or other Obligations substantially the same rights and powers as afforded under the Intercreditor Agreement. (cb) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, Article 7 and the Intercreditor AgreementsAgreement, the Trustee mayTrustee, in its sole discretion and without the consent of the HoldersHolders of Notes, directmay, or at the direction of the Holders of a majority in principal amount of the Notes then outstanding, the Trustee shall, direct on behalf of the HoldersHolders of Notes, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) during the existence of an Event of Default, foreclose upon and take possession of all Collateral pursuant to, or otherwise enforce take any or all other action to enforce, the provisions of the First Priority LiensSecurity Agreements; (ii) enforce any of the terms of the Intercreditor Agreement and the Security Documents Agreements to which the Trustee or the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any all obligations in respect of the Notes, the Note Guaranties and all Note Obligationsthe Indenture. Subject to the provisions of the Intercreditor AgreementsAgreement and Article 7, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens on the Collateral or the other rights under the Security Documents Agreements to which the Trustee or the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of such Security Agreements or the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest Liens or other rights under such Security Agreements or hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document Document, the Intercreditor Agreement, and the Intercreditor Agreements, Guarantor Intecreditor Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoAgreement, and the Guarantor Intercreditor Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and the Guarantor Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.017.01 and Section 7.02 hereof, Section 7.02the Intercreditor Agreement, the Guarantor Intercreditor Agreement and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Second Priority Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Second Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliverDocument, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party party, and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder, including by serving as “First Priority Representative” under and as defined in the Intercreditor Agreements, if and when applicable. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents and the Intercreditor Agreements to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture, the Security Documents and the Intercreditor Agreements. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, 7.02 and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note ObligationsObligations hereunder. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder First Priority Liens on the Collateral or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsNotes Collateral Documents, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its their terms or the terms of this Indenture, authorizes and empowers the Collateral Agent to act as the collateral agent under the Notes Collateral Documents, authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Security Notes Collateral Documents to which it each is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute execute, deliver and deliverperform, the First-Lien Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes and other holders of First-Lien Obligations as set forth in the Security Notes Collateral Documents to which it each is a party and the Intercreditor Agreements and to perform its their respective obligations and exercise its their respective rights and powers thereunder. (b) The Collateral Agent and Subject to the terms of the First-Lien Intercreditor Agreement, the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Trustee under the Security Notes Collateral Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Notes Collateral Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02Notes Collateral Documents, the Security DocumentsTrustee, and at the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent direction of the HoldersHolders of a majority in aggregate principal amount of the outstanding Notes, shall direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens securing the First-Lien Obligations; (ii2) enforce any of the terms of the Security Notes Collateral Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Notes Obligations. Subject to the First-Lien Intercreditor AgreementsAgreement and at the Issuer’s sole cost and expense and subject to the Trustee and the Collateral Agent having been indemnified by the Holders and/or the Issuer,, the Trustee is authorized and empowered (but is not obligated) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem reasonably expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, appoints the Notes Collateral Agent as its collateral agent under the Security Documents, consents and agrees to the terms of each Security Document and Document, the Intercreditor Agreements, Agreements and any future intercreditor agreement under Section 12.02(g) as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Notes Collateral Agent to enter into the Intercreditor Agreements and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Notes Collateral Agent to enter into, and the Notes Collateral Agent to execute and deliver, the Security Documents and Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Notes Collateral Agent to bind the Holders of Securities Notes and other holders of Obligations secured by the Security Documents as set forth in the Security Documents to which it is a party and party, the Intercreditor Agreements and any future intercreditor agreement under Section 12.02(g) and to perform its obligations and exercise its rights and powers thereunder. (b) The Subject to the provisions of the Intercreditor Agreements, any future intercreditor agreement under Section 12.02(g) and the Security Documents, the Trustee and the Notes Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the Notes Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Article 6 and Section 7.017.01 and 7.02 hereof, the Intercreditor Agreements, any future intercreditor agreement under Section 7.02, 12.02(g) and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens securing the Notes Obligations; (ii) enforce any of the terms of the Security Documents to which the Notes Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Notes Obligations. . (d) Subject to the Intercreditor AgreementsAgreements and any future intercreditor agreement under Section 12.02(g), the Trustee is authorized and empowered to institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens securing the Notes Obligations or the Security Documents to which the Notes Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Notes Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Notes Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Notes Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, hereby designates and appoints the Collateral Agent as its agent under this Indenture and the Security Documents and each Holder by acceptance of the Notes consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a partyDocuments, and irrevocably authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and duties, exercise its rights and powers thereunderand take any action permitted or required thereunder that are expressly delegated to the Collateral Agent by the terms of this Indenture and the Security Documents. The Collateral Agent shall hold (directly or through any agent) and is directed by each Holder to so hold, and shall be entitled to enforce on behalf of the Holders all Liens on the Collateral created by the Security Documents for their benefit. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the applicable Security Documents, Documents and the Intercreditor AgreementsSubordination Agreement and to the last sentence of this Section 13.03(b), the Trustee and each Holder, by acceptance of any Notes, agrees that (x) the Collateral Agent may, in its sole discretion and without the consent of the Holders, direct, on behalf of Trustee or the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all to preserve its interest and the interest of the First Priority Liens; (ii) enforce any of Holders in the terms of Collateral or the Secured Parties’ rights under the Security Documents to which and (y) the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered shall have power to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or securing the Security Documents to which the Collateral Agent or Trustee is a party or Obligations and/or to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this IndentureIndenture Documents, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder thereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent, the Holders or the Trustee). Notwithstanding the foregoing, the Collateral Agent may, at the expense of the Company, request the direction of the Holders with respect to any such actions and upon receipt of the written consent of the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding, shall take such actions; provided that all actions so taken shall, at all times, be in conformity with the requirements of the Subordination Agreement, if applicable. In the absence of such written consent from the Holders of at least a majority of the aggregate principal amount of the Notes then Outstanding, the Collateral Agent shall not be required to take any such actions. Until the Notes and the other Obligations are discharged in full or are otherwise no longer outstanding (other than Contingent Liabilities), all remedies and Enforcement Actions in respect of the Collateral and any foreclosure actions in respect of any Liens on the Collateral, and all actions, undertakings or consents by the Collateral Agent in respect of the Collateral, in each case, shall be undertaken solely at the instruction of the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding and subject to the Subordination Agreement.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliverDocument, the Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party party, and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder, including by serving as “First Priority Representative” under and as defined in the Intercreditor Agreement, if and when applicable. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities Notes and the holders of any Other Pari Passu Obligations and/or Junior Lien Obligations any funds collected or distributed under the Security Documents and the Intercreditor Agreement to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes, any Other Pari Passu Obligations and/or Junior Lien Obligations, according to the provisions of this Indenture, the Security Documents and the Intercreditor Agreement. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Second Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note ObligationsObligations hereunder. Subject to the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Second Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Second Priority Liens on the Collateral or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.017.01 and Section 7.02 hereof, Section 7.02, the Intercreditor Agreement and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Second Priority Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Second Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereofof its Note, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsCollateral Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders theretoDocuments, and authorizes and empowers each of the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Collateral Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Collateral Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this IndentureIndenture and the Collateral Documents. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, the The Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens granted by the Collateral Documents; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a partyDocuments; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreementsamounts owing under this Indenture, the Notes and the Collateral Documents. (d) The Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which granted by the Collateral Agent or Trustee is a party Documents or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Collateral Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent. (e) The Collateral Agent shall have no duty as to any Collateral in its possession or control, other than those duties specifically set forth herein, or the possession or control of any agent or bailee or any income thereon or as to the preservation or rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereofof the Senior Debentures, consents and agrees to the terms of each the Security Document Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the Intercreditor Agreements, as originally same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its terms or the terms of this Indenturetheir terms, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to execute and deliver, and to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the WSB Intercreditor Agreements or joinders theretoAgreement and any Short-Term Loan Intercreditor Agreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Senior Debentures as set forth in the Security Documents to which it is a party and the WSB Intercreditor Agreements Agreement and any Short-Term Loan Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Senior Debentures any funds collected or distributed under the Security Documents to which the Trustee or the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Senior Debentures according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02Article X, the Security Documents, WSB Intercreditor Agreement and the any Short-Term Loan Intercreditor AgreementsAgreement, the Trustee mayTrustee, in its sole discretion and without the consent of the HoldersHolders of Senior Debentures, directmay, or at the direction of the Holders of a majority in principal amount of the Senior Debentures then Outstanding, the Trustee shall, direct on behalf of the HoldersHolders of Senior Debentures, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) : foreclose upon and take possession of all Collateral pursuant to, or otherwise enforce take any or all other action to enforce, the provisions of the First Priority Liens; (ii) Security Documents; enforce any of the terms of the WSB Intercreditor Agreement, any Short-Term Loan Intercreditor Agreement and the Security Documents to which the Trustee or the Collateral Agent or Trustee is a party; or (iii) or collect and receive payment of any all obligations in respect of the Senior Debentures and all Note Obligationsthis Indenture. Subject to the WSB Intercreditor AgreementsAgreement, any Short-Term Loan Intercreditor Agreement and Article X, the Trustee is authorized and empowered to institute and maintainto, or direct the Collateral Agent to to, institute and maintain, maintain such suits and proceedings as it the Trustee may deem expedient to protect or enforce the First Priority Liens liens on the Collateral or the other rights under the Security Documents to which the Trustee or the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the such Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest Liens or other rights under such Security Documents or hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, (i) consents and agrees to the terms of each Note Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this IndentureIndenture and that that it is subject to and bound by the provisions of the Intercreditor Agreement as in effect at any time, (ii) authorizes and directs the Trustee and the Collateral Agent to enter into the Note Security Documents to which it is a party, authorizes and empowers party either on the Trustee to direct the Collateral Agent to enter intoClosing Date or thereafter, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and (iii) authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Note Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. Whether or not expressly provided in any Note Security Document, in entering and acting thereunder, the Collateral Agent (and the Trustee, if applicable) shall be entitled to all of the rights, privileges, immunities and indemnities set forth in this Indenture. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and under the Note Security Documents and, subject to the terms of the Note Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this IndentureIndenture and the Note Security Documents. (c) Subject to the provisions of Section 7.01, Section 7.02, 7.01 and the Note Security Documents, and the Intercreditor Agreements, the Trustee maymay (but shall not be obligated to), in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens granted pursuant to the Note Security Documents; (ii) enforce any of the terms of the Note Security Documents to which the Collateral Agent or the Trustee is a party; or (iii) collect and receive payment of any and all Note ObligationsObligations hereunder. Subject to At the Intercreditor AgreementsCompany’s sole cost and expense, the Trustee is hereby authorized and empowered and directed by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Liens Note Security Documents or the Security Documents to which the Collateral Agent or Trustee is a party Liens granted thereunder or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Note Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Company’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Liens granted pursuant to the Note Security Documents or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, (i) consents and agrees to the terms of each Security Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, (ii) authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, (iii) authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, deliver the Intercreditor Agreements or joinders thereto, Agreement and (iv) authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Collateral Agent under the Security Documents and the Intercreditor Agreement to which the Collateral Agent or Trustee is a party and, subject to the terms of the Security Documents and the Intercreditor Agreement, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture, the Security Documents and the Intercreditor Agreement. (c) Subject to the provisions of Section 7.01, 7.01 and Section 7.02, the Security Documents, Documents and the Intercreditor AgreementsAgreement, the Trustee maymay (but shall not be obligated to), in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority Note Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or the Trustee is a partyparty (subject to the terms of the Intercreditor Agreement); or (iii3) collect and receive payment of any and all Note ObligationsObligations hereunder. Subject to the Intercreditor AgreementsAgreement and at the Company’s sole cost and expense, the Trustee is hereby authorized and empowered by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Note Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Company’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Note Liens or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, hereby designates and appoints the Collateral Trustee as its agent under this Indenture and the Security Documents and each Holder by acceptance of the Notes consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Collateral Trustee and the Collateral Agent to enter into the Security Documents to which it is a partyDocuments, and irrevocably authorizes and empowers the Collateral Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and duties, exercise its rights and powers thereunderand take any action permitted or required thereunder that are expressly delegated to the Collateral Trustee by the terms of this Indenture and the Security Documents, and consents and agrees to the terms of each Security Document, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Trustee shall hold (directly or through any agent) and is directed by each Holder to so hold, and shall be entitled to enforce on behalf of the Holders all Liens on the Collateral created by the Security Documents for their benefit. (b) The Each of the Collateral Agent Trustee and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject The Trustee shall provide to the provisions Collateral Trustee a copy of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, each written notice of Default or Event of Default which the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and may receive payment of any and all Note Obligationsunder Section 11.03(i). Subject to Article 5 hereof, the Intercreditor AgreementsRequisite Holders or the Trustee, pursuant to the direction of the Requisite Holders, shall direct the Collateral Trustee with respect to any action, omission, forbearance, enforcement or exercise of remedies with respect to the Collateral for purposes of any Enforcement Action. Unless receiving a contrary direction from the Requisite Holders, each of the Collateral Trustee and the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or securing the Security Documents to which the Collateral Agent or Trustee is a party Obligations or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent it may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Liens securing the Obligations or be prejudicial to the interests of HoldersHolders of Notes, the Collateral Trustee or the Trustee. (d) The Collateral Trustee shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral Agentexists or is owned by the Credit Parties or any Unrestricted Subsidiary (as applicable) or is cared for, protected, or insured or has not been encumbered, or that the Collateral Trustee’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Credit Parties’ or any of the Unrestricted Subsidiaries’ property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, it being understood and agreed by the Credit Parties, on behalf of themselves and the Unrestricted Subsidiaries, and the Holders that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Trustee shall have no other duty or liability whatsoever to the Trustee or any Holder, the Credit Parties or the Unrestricted Subsidiaries as to any of the foregoing.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsSecond-Lien Notes Collateral Documents, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its their terms or the terms of this Indenture, authorizes and empowers the Collateral Agent to act as the collateral agent under the Second-Lien Notes Collateral Documents, authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Security Second-Lien Notes Collateral Documents to which it each is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute execute, deliver and deliverperform, the Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes and other holders of Second-Lien Obligations as set forth in the Security Second-Lien Notes Collateral Documents to which it each is a party and the Intercreditor Agreements and to perform its their respective obligations and exercise its their respective rights and powers thereunder. (b) The Collateral Agent and Subject to the terms of the Intercreditor Agreement, the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Trustee under the Security Second-Lien Notes Collateral Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Second-Lien Notes Collateral Documents, to make further distributions of such funds to itself and the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02Second-Lien Notes Collateral Documents, the Security DocumentsTrustee, and at the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent direction of the HoldersHolders of a majority in aggregate principal amount of the outstanding Notes accompanied by indemnity or security satisfactory to the Trustee, shall direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens securing the Second-Lien Obligations; (ii2) enforce any of the terms of the Security Second-Lien Notes Collateral Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Second-Lien Notes Obligations. Subject to the Intercreditor AgreementsAgreement and at the Issuer’s sole cost and expense and subject to the Trustee and the Collateral Agent having been indemnified by the Holders and/or the Issuer, the Trustee is authorized and empowered (but is not obligated) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem reasonably expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Collateral Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Collateral Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliverdeliver the Intercreditor Agreement, the Intercreditor Agreements or joinders thereto, Collateral Trust Agreement and authorizes and empowers the Collateral Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Security Documents to which it the Collateral Trustee is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Collateral Trustee under the Security Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.016.01, Section 7.026.03, and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent Trustee to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority Note Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or; (iii3) collect and receive payment of any and all Note Obligations. ; or (4) give effect to any Permitted Lien or to cause or permit such Permitted Lien to have the priority provided herein. (d) Subject to the Intercreditor AgreementsAgreement, the Collateral Trust Agreement and the other Security Documents and at the Company’s sole cost and expense, the Trustee is hereby authorized and empowered by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent Trustee to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Note Liens or the Security Documents to which the Collateral Agent Trustee or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Company’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Note Liens or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsNotes Collateral Documents, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its their terms or the terms of this Indenture, authorizes and empowers the Notes Collateral Agent to act as the Notes Collateral Agent under the Notes Collateral Documents, authorizes and directs the Trustee and the Notes Collateral Agent to enter into and perform the Security Notes Collateral Documents to which it each is a party, authorizes and empowers the Trustee to direct the Notes Collateral Agent to enter into, and the Notes Collateral Agent to execute execute, deliver and deliverperform, the First Lien Intercreditor Agreements or joinders thereto, Agreement and the Second Lien Intercreditor Agreement and authorizes and empowers the Trustee and the Notes Collateral Agent to bind the Holders and other holders of Securities First Lien Obligations as set forth in the Security Notes Collateral Documents to which it each is a party and the Intercreditor Agreements and to perform its their respective obligations and exercise its their respective rights and powers thereunder. (b) The Collateral Agent and Subject to the terms of the First Lien Intercreditor Agreement, the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed to the Trustee under the Security Notes Collateral Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Notes Collateral Documents, to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02Notes Collateral Documents, the Security DocumentsTrustee, and at the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent direction of the HoldersHolders of a majority in aggregate principal amount of the outstanding Notes, shall direct, on behalf of the Holders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the Liens securing the First Priority LiensLien Obligations; (ii2) enforce any of the terms of the Security Notes Collateral Documents to which the Notes Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Notes Obligations. Subject to the First Lien Intercreditor AgreementsAgreement and at the Issuer’s sole cost and expense and subject to the Trustee and the Notes Collateral Agent having been indemnified by the Holders and/or the Issuer, the Trustee is authorized and empowered (but is not obligated) to institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem reasonably expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and or the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct Under the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunderDocuments. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (ca) Subject to the provisions of Section 7.01, Section 7.02the Collateral Documents, the Security Documents▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor AgreementsAgreement and the other provisions of this Indenture, each of the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, or the Collateral Agent to may (but shall not have the obligation to) take all actions it deems necessary or appropriate in order to: to (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms its rights or any of the Security Documents to which rights of the Holders under the Collateral Agent or Trustee is a party; or Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and (iiiii) upon the occurrence and during the continuance of an Event of Default, collect and receive payment of any and all Note Obligationsamounts payable in respect of the ▇▇▇ Legacy Collateral and the Pulitzer Collateral in respect of the Obligations of the Company and the Subsidiary Guarantors hereunder and thereunder. Subject to the provisions of the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor AgreementsAgreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, the Trustee is authorized and empowered or the Collateral Agent shall have the power (but not the obligation) to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of the ▇▇▇ Legacy Collateral and the Pulitzer Collateral by any acts that may be unlawful or in violation of the Security Documents to which Collateral Documents, the Collateral Agent or Trustee is a party ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement, the Pulitzer Pari Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests interest and the interests of the Holders of Securities in the Collateral, ▇▇▇ Legacy Collateral and the Pulitzer Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersthe Holders or the Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the ▇▇▇ Legacy Collateral or the Pulitzer Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the ▇▇▇ Legacy Collateral or the Pulitzer Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the ▇▇▇ Legacy Collateral or the Pulitzer Collateral or any agreement or assignment contained therein, for the validity of the title of the Company to the ▇▇▇ Legacy Collateral or the Pulitzer Collateral, for insuring the ▇▇▇ Legacy Collateral or the Pulitzer Collateral or for the payment of taxes, charges, assessments or Liens upon the ▇▇▇ Legacy Collateral or the Pulitzer Collateral or otherwise as to the maintenance of the ▇▇▇ Legacy Collateral or the Pulitzer Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Collateral Documents or otherwise. (c) Where any provision of the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement or the Pulitzer Pari Intercreditor Agreement requires that additional property or assets be added to the ▇▇▇ Legacy Collateral or the Pulitzer Collateral, the Company shall, or shall cause the applicable Subsidiary Guarantors to, take any and all actions reasonably required to cause such additional property or assets to be added to the ▇▇▇ Legacy Collateral or the Pulitzer Collateral and to create and maintain a valid, enforceable and, if applicable, perfected first-priority or second-priority Lien and security interest, as applicable, on a pari passu basis with the Liens securing any Pari Passu Lien Indebtedness or Pulitzer Junior Lien Indebtedness in such property or assets (subject to Liens permitted by Section 3.5 and the rights of any Priority Payment Lien Obligations and Pulitzer Priority Payment Lien Obligations) in favor of the Collateral Agent for the benefit of the Holders, in each case in accordance with and to the extent required under the Collateral Documents. (d) The Trustee or the Collateral Agent, in taking any action under the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement shall be entitled to receive, if requested, as a condition to take any action, an Officers’ Certificate and Opinion of Counsel (which may be subject to customary exceptions, assumptions and limitations) to the effect that such action does not violate this Indenture, the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement or the Pulitzer Pari Intercreditor Agreement, and the Trustee or the Collateral Agent shall be fully protected relying thereon. (e) In acting under the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, the Trustee and Collateral Agent shall have all the protections, rights and immunities given to them under this Indenture. (f) For the avoidance of doubt, upon receipt of any payment by the Collateral Agent or the Trustee pursuant to the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement or the Pulitzer Pari Intercreditor Agreement, the Company, the Subsidiary Guarantors and the Holders agree that, as among them, such payments shall be made and such funds applied in accordance with Section 6.10 of this Indenture, and in every case whatsoever, the Trustee and Collateral Agent will each be paid amounts owed them under Section 7.6 of this Indenture, subject to the terms of the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, Pulitzer Junior Intercreditor Agreement and Pulitzer Pari Intercreditor Agreement and the Collateral Documents prior to payments (pursuant to Article VI of this Indenture) being made to the Holders.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Fifteenth Supplemental Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers directs the Trustee to direct execute and deliver the Additional First Lien Secured Party Consent, authorizes and empowers the Trustee, through such Additional First Lien Secured Party Consent, to appoint the First Lien Collateral Agent to enter into, and on the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, terms thereof and authorizes and empowers the Trustee and (through the Additional First Lien Secured Party Consent) the First Lien Collateral Agent to bind the Holders of Securities Notes and other holders of First Lien Obligations as set forth in the Security Documents to which it is they are a party and the Intercreditor Agreements Agreements, including, without limitation, the First Lien Intercreditor Agreement, and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Trustee under the Security Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Fifteenth Supplemental Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, and the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the First Lien Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the First Lien Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreements and at the Issuer’s sole cost and expense, the Trustee is authorized and empowered to institute and maintain, or direct the First Lien Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority Liens or the Security Documents to which the First Lien Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Fifteenth Supplemental Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient reasonably expedient, at the Issuer’s sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee Holders or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesHolder, by its acceptance thereofof Securities, consents and agrees to the terms of each Security Document Document, the Secured Notes Intercreditor Agreement and the Junior Lien Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, party and the Collateral Agent to execute Secured Notes Intercreditor Agreement and deliver, the Junior Lien Intercreditor Agreements or joinders theretoAgreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and other holders of Securities Note Obligations as set forth in the Security Documents to which it is a party and the Secured Notes Intercreditor Agreements Agreement and the Junior Lien Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, 7.01 and Section 7.02, the Security Documents, Article 10 and the Secured Notes Intercreditor AgreementsAgreement, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Secured Notes Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, appoints U.S. Bank National Association as its collateral agent, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or the Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, 7.01 and Section 7.02, the Security Documents7.02 hereof, and the Intercreditor AgreementsAgreement and the Security Documents, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Second Priority Liens; (ii2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor AgreementsAgreement, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Second Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document Document, the Escrow Agreement and the each Intercreditor Agreements, Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Second Lien Collateral Agent to enter into the Escrow Agreement, the Intercreditor Agreements and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Second Lien Collateral Agent to enter into, and the Second Lien Collateral Agent to execute and deliver, the Security Documents and Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Second Lien Collateral Agent to bind the Holders holders of Securities Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Trustee and the Second Lien Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Second Lien Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01Article VI, Section 7.027.01 and Section 7.02 hereof, the Intercreditor Agreements and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the Second Lien Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Liens securing the Second-Priority LiensLien Obligations; (ii2) enforce any of the terms of the Security Documents to which the Second Lien Collateral Agent or Trustee is a party; or (iii3) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Second Lien Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Liens securing the Second-Priority Liens Lien Obligations or the Security Documents to which the Second Lien Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Second Lien Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Second Lien Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Second Lien Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder holder of SecuritiesNotes, by its acceptance thereof, appoints the Collateral Agent as its collateral agent under the Security Documents, consents and agrees to the terms of each Security Document and the Intercreditor Agreements, Agreements as originally in effect and as amended, supplemented restated, supplemented, replaced or replaced otherwise modified from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Collateral Agent to enter into the Intercreditor Agreements and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Security Documents to which it is a party and the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders holders of Securities Notes and other holders of Notes Obligations secured by the Security Documents as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The . Subject to the provisions of the Intercreditor Agreements and the Security Documents, the Trustee and the Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders holders of Securities Notes any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders holders of Securities Notes according to the provisions of this Indenture. (cb) Subject to the provisions of Section 7.01Article VI, Section 7.027.01 and Section 7.02 hereof, the Intercreditor Agreements and the Security Documents, upon the occurrence and the Intercreditor Agreementscontinuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holdersholders, direct, on behalf of the Holdersholders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens securing the Notes Obligations; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Notes Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it the Trustee may deem expedient to protect or enforce the First Priority Liens securing the Notes Obligations or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holdersholders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereofof a Note, consents and agrees to the terms of each Note Security Document and the Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Note Security Documents to which it is a partyDocuments, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the each Intercreditor Agreements or joinders theretoAgreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes and other holders of Note Obligations as set forth in the Note Security Documents to which it is a party and the each Intercreditor Agreements Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) . The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed under the Note Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) . Subject to the provisions of Sections 7.1 and 7.2 hereof and subject to Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements10.01 hereof, the Trustee may, in its sole discretion and without the consent of the HoldersHolders of Notes, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority LiensLiens securing Note Obligations; (ii2) enforce any of the terms of the Note Security Documents to which the Collateral Agent or Trustee is a partyDocuments; or (iii3) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the The Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, maintain such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens securing Note Obligations or the Note Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Note Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee Holders of Notes or the Collateral AgentTrustee.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, (i) appoints the Collateral Agent as its agent under this Indenture, the Note Security Documents and any Permitted Intercreditor Agreement, (ii) consents and agrees to the terms of each Note Security Document and the each Permitted Intercreditor AgreementsAgreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, (iii) authorizes and directs the Trustee and the Collateral Agent to enter into the Note Security Documents and each Permitted Intercreditor Agreement to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and (iv) authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities Notes as set forth in the Note Security Documents and each Permitted Intercreditor Agreement to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers powers. Whether or not expressly provided in any Note Security Document or any Permitted Intercreditor Agreement, in entering and acting thereunder. (b) The , the Collateral Agent (and the Trustee are authorized and empowered Trustee, if applicable) shall be entitled to receive for the benefit all of the Holders of Securities rights, privileges, immunities and indemnities set forth in this Indenture. Notwithstanding any funds collected or distributed under provision to the contrary contained elsewhere in this Indenture, the Note Security Documents and any Permitted Intercreditor Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01party, Section 7.02, the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, nor shall the Collateral Agent have or be deemed to take all actions it deems necessary have any trust or appropriate in order to: (i) foreclose upon other fiduciary relationship with the Trustee, any Holder or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Note Security Documents or any Permitted Intercreditor Agreement or otherwise enforce any or all exist against the Collateral Agent. Without limiting the generality of the First Priority Liens; (ii) enforce any foregoing sentence, the use of the terms of the Security Documents term “agent” in this Indenture with reference to which the Collateral Agent is not intended to connote any fiduciary or Trustee is a party; or other implied (iiior express) collect and receive payment obligations arising under agency doctrine of any and all Note Obligationsapplicable law. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintainInstead, such suits and proceedings term is used merely as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment matter of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenturemarket custom, and such suits and proceedings as the Trustee is intended to create or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agentreflect only an administrative relationship between independent contracting parties.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesNotes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsDocument, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral each Agent to enter into the Security Documents (i) consents or joinders, as applicable, to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities as set forth in the Security Documents to which it is a party and the (ii) any Collateral Access Letter Agreement and any Junior Lien Priority Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunderAgreement. (b) The Collateral Trustee and each Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities Notes any funds collected or distributed to the Trustee or such Agent, as applicable, under the Security Documents to which the Collateral Trustee and/or such Agent or Trustee is a party and and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Securities Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, and the Security Documents, and the Intercreditor Agreements, the Trustee mayshall, in its sole discretion and without at the consent written direction of Holders of the HoldersNotes representing a majority in principal amount of the outstanding Notes, directdirect in writing, on behalf of the Holders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liensfirst priority Liens securing the Notes; (ii) enforce any of the terms of the Security Documents to which the Notes Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to At the Intercreditor AgreementsIssuers’ sole cost and expense, the Trustee is authorized and empowered to institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the First Priority first priority Liens securing the Notes or the Security Documents to which the Notes Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or Holders of the Collateral Agent Notes representing a majority in principal amount of the outstanding Notes may deem expedient reasonably expedient, at the Issuers’ sole cost and expense, to preserve or protect its interests and the interests of the Holders of Securities Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, Holders or the Trustee or the Collateral any Agent.

Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor AgreementsCollateral Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Collateral Documents to which it is a party, authorizes and empowers the Trustee to direct and (through the Collateral Agent to enter into, Senior Lien Intercreditor Agreement and the Collateral Agent to execute Trust and deliver, Intercreditor Agreement) the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Senior Collateral Agent to bind the Holders of the Securities and other holders of Senior Obligations as set forth in the Security Collateral Documents to which it is they are a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of this Indenture or the Senior Collateral Documents. (b) The Collateral Agent and the Trustee are is authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed to the Trustee under the Security Collateral Documents to which the Collateral Agent or Trustee is a party and and, subject to the terms of the Collateral Documents, to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, 7.02 and the Security Collateral Documents, and in the Intercreditor Agreementsevent it is the Applicable Authorized Representative at such time, the Trustee may, in its sole discretion discretion, and without the consent of the Holders, direct, on behalf of the Holders, the Senior Collateral Agent to take all actions it deems necessary or appropriate in order to: (i1) foreclose upon or otherwise enforce any or all of the First Priority Senior Liens; (ii2) enforce any of the terms of the Security Collateral Documents to which the Senior Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.

Authorization of Actions to Be Taken. (a) Each Holder of SecuritiesSecurities of each such series, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities of each such series as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities of each series any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities of each series according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the First Priority Liens; (ii) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Note Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities of such series in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Collateral Agent.