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

Authorization of Actions to Be Taken. by the Trustee Under the ------------------------------------------------------------- Security Documents. ------------------ The Trustee may collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders 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 under any Security Document, or be prejudicial to the interests of the Holders or of the Trustee). Subject to the provisions of Article Six, the Trustee, the Joint Collateral Agent and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent or the Escrow Agent may deem expedient to preserve or protect its interests and the interests of the Trustee, the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests of the Holders or the Trustee).

Authorization of Actions to Be Taken. by the Trustee Collateral Agent Under the ------------------------------------------------------------- Security DocumentsCollateral Agreements. ------------------ The Bank of New York is hereby appointed to act in its capacity as the Collateral Agent. Subject to the provisions of the applicable Collateral Agreements, (a) the Collateral Agent shall execute and deliver the Collateral Agreements and act in accordance with the terms thereof, (b) the Collateral Agent may, in its sole discretion and without the consent of the Trustee may or the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Collateral Agreements and (ii) collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder. The Trustee and the Guarantors hereunder and under the Notes, the Guarantees, the Collateral Agreements and (c) the Collateral Agent shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation of the Security Documents Collateral Agreements or this Indenture, and such suits and proceedings as the Trustee Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Trustee and the Holders 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 under any Security Document, thereunder or be prejudicial to the interests of the Holders or of the Trustee). Subject to the provisions of Article Six, the Trustee, the Joint Collateral Agent and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent). Notwithstanding the foregoing, the Collateral Agent or may, at the Escrow Agent may deem expedient to preserve or protect its interests and the interests expense of the TrusteeCompany, request the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests direction of the Holders or with respect to any such actions and upon receipt of the Trustee)written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes, shall take such actions; provided that all actions so taken shall, at all times, be in conformity with the requirements of the Intercreditor Agreement.

Authorization of Actions to Be Taken. by the Trustee Under the ------------------------------------------------------------- Security DocumentsCollateral Agreements. ------------------ The Subject to the provisions of the applicable Collateral Agreements and the Intercreditor Agreement, (a) the Trustee may and the Collateral Agent may, in their sole discretion and without the consent of the Holders, take all actions they deem necessary or appropriate in order to (i) enforce any of the terms of the Collateral Agreements and (ii) collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder. The , and (b) the Trustee and the Collateral Agent shall have power to institute and to maintain such suits and proceedings as it they may deem expedient to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation of the Security Documents Collateral Agreements or this Indenture, and such suits and proceedings as the Trustee and the Collateral Agent may deem expedient to preserve or protect its their interests and the interests of the Holders 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 under any Security Document, thereunder or be prejudicial to the interests of the Holders or of the Trustee). Subject to the provisions of Article Six, the Trustee, the Joint Collateral Agent and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent or Agent). Notwithstanding the Escrow Agent may deem expedient to preserve or protect its interests and foregoing, the interests Trustee may, at the expense of the TrusteeCompany, request the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests direction of the Holders or with respect to any such actions and upon receipt of the Trustee)written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes, shall take such actions; provided that all actions so taken shall, at all times, be in conformity with the requirements of the Intercreditor Agreement.

Authorization of Actions to Be Taken. by the Trustee Under the ------------------------------------------------------------- Security Collateral Documents. ------------------ The --------------------- Subject to the provisions of the Collateral Documents: (a) the Trustee may may, in its sole discretion and without the consent of the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Collateral Documents and (ii) collect and receive any and all amounts payable in respect of the Obligations obligations of the Company hereunder. The and the Guarantors hereunder and under the Collateral Documents; and (b) the Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation of the Security Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders 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 under any Security Document, thereunder or be prejudicial to the interests of the Holders or of the Trustee). Subject . (c) In connection with any Indebtedness of the Company or its Subsidiaries incurred in compliance with this Indenture, the Trustee shall have the authority to enter into customary intercreditor agreements with respect to the provisions of Article Six, the Trustee, the Joint Collateral Agent Notes and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent or the Escrow Agent may deem expedient to preserve or protect its interests and the interests of the Trustee, the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests of the Holders or the Trustee)Guarantees.

Authorization of Actions to Be Taken. by (a) The Trustee is authorized and empowered to enter into the Security Documents, whether as Trustee or Collateral Agent, and to receive for the benefit of the Holders of Notes any funds collected or distributed under the Security Documents to which the Trustee Under is a party and to make further distributions of such funds to the ------------------------------------------------------------- Holders of Notes according to the provisions of this Indenture. (b) Subject to the provisions of Article 7 and the Intercreditor Agreement, the Trustee, in its sole discretion and without the consent of the Holders of Notes, may, 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 Holders of Notes, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (1) foreclose upon and take possession of all Collateral pursuant to, or take any other action to enforce, the provisions of the Security Documents. ------------------ The ; (2) enforce any of the terms of the Intercreditor Agreement and the Security Documents to which the Trustee may or the Collateral Agent is a party; or (3) collect and receive any and payment of all amounts payable obligations in respect of the Obligations of Notes, the Company hereunderNote Guaranties and this Indenture. The Subject to the Intercreditor Agreement and Article 7, the Trustee shall have power is authorized and empowered to institute and maintain such suits and proceedings as it may deem expedient to protect or enforce the Liens on the Collateral or the other rights under the Security Documents to which the Trustee or the Collateral Agent is a party or to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the such Security Documents 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 in the Collateral (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 under any Security Document, or be prejudicial to the interests of the Holders or of the Trustee). Subject to the provisions of Article Six, the Trustee, the Joint Collateral Agent and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent or the Escrow Agent may deem expedient to preserve or protect its interests and the interests of the Trustee, the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests of the Holders or the Trustee).

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, in each case, as originally in effect and as amended, amended and restated, extended, renewed, supplemented, replaced or otherwise modified from time to time in accordance with its terms. (b) As promptly as practicable, but in any event within 90 days after receiving any notice from the Collateral Agent which notice so states that it is being delivered pursuant to Section 8(c) of the Security Agency Agreement, the Trustee Under shall (x) forward such notice to Holders, (y) execute and deliver, on behalf of the ------------------------------------------------------------- Holders, the acknowledgment provided for in Attachment 1 to Exhibit C to the Security Documents. ------------------ Agency Agreement (a copy of which is attached thereto as Annex A) and (z) take such further actions as a majority of the Holders (voting as a single class) shall request in writing with respect thereto and with respect to any rights such Holders or the Trustee may have under the Security Agency Agreement; provided that in the case of this clause (z) such Holders shall have offered the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (c) The Trustee may collect is authorized and empowered to receive any and all amounts payable in respect for the benefit of the Obligations Holders of Securities any Recoveries or any other cash, security or other property collected or distributed under the Company hereunder. Security Documents and hold all such cash, security or other property in trust as may be delivered to it and distribute the same to the Holders of Securities (or to the Trustee) in accordance with Section 502 of Indenture. (d) The Trustee shall have power is authorized and empowered to institute and maintain such suits and proceedings as it may deem expedient directed by a majority of the Holders (voting as a single class) to protect or enforce the Security Liens or the Security Documents or to prevent any impairment of the Pledged Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as directed by a majority of the Trustee may deem expedient Holders (voting as a single class) to preserve or protect its interests and the interests of the Holders of Securities in the Collateral (including power Pledged Collateral; provided that prior to institute taking any such action the Holders shall have offered the Trustee reasonable security or indemnity against the costs, expenses and maintain suits or proceedings to restrain the enforcement of or liabilities which might be incurred by it in compliance with any legislative such request 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 under any Security Document, or be prejudicial to the interests of the Holders or of the Trustee). Subject to the provisions of Article Six, the Trustee, the Joint Collateral Agent and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent or the Escrow Agent may deem expedient to preserve or protect its interests and the interests of the Trustee, the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests of the Holders or the Trustee)direction.

Authorization of Actions to Be Taken. by the Trustee Under the ------------------------------------------------------------- Security DocumentsCollateral Documents Each Holder, by acceptance of a Security, consents and agrees to the terms of the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Trustee to enter into the Intercreditor Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. ------------------ The Trustee may may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Collateral Documents and the Intercreditor Agreement and (b) collect and receive any and all amounts payable in respect of the Obligations obligations of the Company and the Guarantors hereunder. The Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents Collateral Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or 77 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 under any Security Document, or be prejudicial to the interests of the Holders or of the Trustee). Subject to the provisions of Article Sixlimitations set forth in Section 802 hereof, the TrusteeTrustee shall act, the Joint Collateral Agent make elections or vote as directed by Requisite Holders and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent or the Escrow Agent may deem expedient to preserve or protect its interests and the interests of the Trustee, the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests of the Holders or the Trustee)shall be bound by such written direction.

Authorization of Actions to Be Taken. (a) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each Security 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 Under and the ------------------------------------------------------------- Collateral Agent to enter into the Security Documents. ------------------ , and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Notes and other holders of Note Obligations as set forth in the Security Documents and to perform its obligations and exercise its rights and powers thereunder. (b) The Trustee may and the Collateral Agent are authorized and empowered to receive for the benefit of the Holders of Notes any funds collected or distributed under the Security Documents and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture. (c) Subject to the provisions of Sections 7.01 and 7.02 and Article 13, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (1) foreclose upon or otherwise enforce any or all of the Note Liens; (2) enforce any of the terms of the Security Documents; or (3) collect and receive payment of any and all amounts payable in respect of the Obligations of the Company hereunderNote Obligations. The Trustee shall have power is authorized and empowered to institute and maintain maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the Note Liens or the Security Documents or to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents 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 Notes in the Collateral (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 under any Security Document, or be prejudicial to the interests of the Holders or of the Trustee). Subject to the provisions of Article SixNotes, the Trustee, the Joint Collateral Agent and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent or the Escrow Agent may deem expedient to preserve or protect its interests and the interests of the Trustee, the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests of the Holders or the Trustee)Agent.

Authorization of Actions to Be Taken. by the Trustee Collateral Agent Under the ------------------------------------------------------------- Security DocumentsCollateral Agreements. ------------------ The Subject to the provisions of the applicable Collateral Agreements and the Intercreditor Agreement, (a) the Collateral Agent shall execute and deliver the Collateral Agreements and the Intercreditor Agreement and act in accordance with the terms thereof, (b) the Collateral Agent may, in its sole discretion and without the consent of the Trustee may or the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Collateral Agreements and (ii) collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder. The Trustee and the Guarantors hereunder and under the Notes, the Guarantees, the Collateral Agreements and the Intercreditor Agreement and (c) the Collateral Agent shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation of the Security Documents Collateral Agreements or this Indenture, and such suits and proceedings as the Trustee Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Trustee and the Holders 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 under any Security Document, thereunder or be prejudicial to the interests of the Holders or of the Trustee). Subject to the provisions of Article Six, the Trustee, the Joint Collateral Agent and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent). Notwithstanding the foregoing, the Collateral Agent or may, at the Escrow Agent may deem expedient to preserve or protect its interests and the interests expense of the TrusteeCompany, request the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests direction of the Holders or with respect to any such actions and upon receipt of the Trustee)written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes, shall take such actions; provided that all actions so taken shall, at all times, be in conformity with the requirements of the Intercreditor Agreement.

Authorization of Actions to Be Taken. by (a) The Collateral Agent and the Trustee Under are authorized and empowered to execute and deliver (i) the ------------------------------------------------------------- Security Documents. ------------------ The Trustee may collect and receive any and all amounts payable in respect joinder agreements, effective on the Issue Date, to each of the Obligations Security and Pledge Agreement and the Collateral Trust Agreement and (ii) the amendment to the Security and Pledge Agreement, effective on the Issue Date, and instruments and other documents related thereto, and such other Security Documents from time to time after the Issue Date, and to receive on behalf of the Company hereunder. The Holders of the Notes, any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee shall have power is a party and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture. (b) Subject to the Collateral Trust Agreement and Article 7, unless inconsistent with applicable law, the Collateral Agent is authorized and empowered to institute and maintain such suits and proceedings as it may deem expedient are necessary to protect or enforce the Liens on the Collateral or the other rights under the Security Documents to which the Collateral Agent is a party or to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the such Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient are necessary to preserve or protect its interests and the interests of the Holders in the Collateral (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 under any Security Document, or be prejudicial to the interests of the Holders or of the Trustee). Subject to the provisions of Article Six, the Trustee, the Joint Collateral Agent and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent or the Escrow Agent may deem expedient to preserve or protect its interests and the interests of the Trustee, the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests of the Holders or the Trustee)Collateral Agent.

Authorization of Actions to Be Taken. by the Trustee Under the ------------------------------------------------------------- Security DocumentsCollateral Documents Each Holder, by acceptance of a Security, consents and agrees to the terms of the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Trustee to enter into the Intercreditor Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. ------------------ The Trustee may may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Collateral Documents and the Intercreditor Agreement and (b) collect and receive any and all amounts payable in respect of the Obligations obligations of the Company and the Guarantors hereunder. The Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents Collateral Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders 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 under any Security Document, or be prejudicial to the interests of the Holders or of the Trustee). Subject to the provisions of Article Sixlimitations set forth in Section 802 hereof, the TrusteeTrustee shall act, the Joint Collateral Agent make elections or vote as directed by Requisite Holders and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent or the Escrow Agent may deem expedient to preserve or protect its interests and the interests of the Trustee, the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests of the Holders or the Trustee)shall be bound by such direction.

Authorization of Actions to Be Taken. by the Trustee Under the ------------------------------------------------------------- Security Documents. ------------------ The (a) Subject to the provisions of Section 7.01 and 7.02 hereof, if an Event of Default occurs and is continuing, the Trustee may may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Collateral Agent to, take all actions it deems necessary or appropriate in order to: (i) enforce any of the terms of the Security Documents; and (ii) collect and receive any and all amounts payable in respect of the Obligations of the Company Issuers and Guarantors hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem reasonably expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of 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 under any Security Document, or be prejudicial to the interests of the Holders of Notes or of the Trustee). Subject to . (b) The Trustee or the provisions of Article Six, the Trustee, the Joint Collateral Agent and shall not be responsible for the Escrow Agent shall have power toexistence, in their sole discretion and without the consent genuineness or value of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms Collateral or for the validity, perfection, priority or enforceability of the Security Documents and Liens in any of the 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 (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment or gross negligence in the case of the Collateral by any acts which may be unlawful Agent) or in violation willful misconduct on the part of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers and Guarantors to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Notwithstanding the foregoing, neither the Trustee nor the Collateral Agent shall have responsibility for recording, filing, re-recording or the Escrow Agent may deem expedient to preserve or protect its interests and the interests of the Trusteerefiling any financing statement, the Holderscontinuation statement, the Joint Collateral Agent or the Escrow Agent in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative document, instrument or other governmental enactment, rule notice in any public office at any time or order that may be unconstitutional times or to otherwise invalid, if take any action to perfect or maintain the enforcement of, or compliance with, such enactment, rule or order would impair the perfection of any security hereunder or interest granted to it under any of the Security Documents, or be prejudicial Documents relating to the interests of the Holders Notes or the Trustee).otherwise

Authorization of Actions to Be Taken. (a) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each Document and the Intercreditor 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 Under and the ------------------------------------------------------------- Collateral Agent to enter into the Security Documents. ------------------ Documents to which it is a party, authorizes and directs the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Notes and other holders of Note Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder. (b) The Collateral Agent and the Trustee may are authorized and empowered to receive for the benefit of the Holders of 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 Notes according to the provisions of this Indenture. (c) Subject to the provisions of Section 7.01, Section 7.02, Article 10 and the Intercreditor Agreement, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Collateral Agent to take all actions it deems necessary or appropriate in order to: (1) foreclose upon or otherwise enforce any or all of the Second Priority Liens; (2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (3) collect and receive payment of any and all amounts payable in respect of Note Obligations. Subject to the Obligations of Intercreditor Agreement, Section 7.01, Section 7.02 and Article 10, the Company hereunder. The Trustee shall have power is authorized and empowered to institute and maintain maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the Second 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 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 Notes of such series in the Collateral (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 under any Security Document, or be prejudicial to the interests of the Holders or of the Trustee). Subject to the provisions of Article SixNotes, the Trustee, the Joint Collateral Agent and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent or the Escrow Agent may deem expedient to preserve or protect its interests and the interests of the Trustee, the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests of the Holders or the Trustee)Agent.

Authorization of Actions to Be Taken. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each Security Document and each Intercreditor 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 Collateral Agent to enter into the Security Documents and Intercreditor Agreements to which it is a party, appoints the Collateral Agent as its collateral agent and authorizes and empowers the Collateral Agent to bind the Holders of Notes as set forth in the Security Documents and the Intercreditor Agreements to which it is a party and to perform its obligations and exercise its rights and powers thereunder. The Trustee is authorized and empowered to receive for the benefit of the Holders of Notes any funds collected or distributed to the Trustee Under under the ------------------------------------------------------------- Security Documents and the Intercreditor Agreements and, subject to the terms of the Security Documents or the Intercreditor Agreements, to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture and the Notes. Subject to the provisions of the Security Documents. ------------------ The , the Trustee 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 to: enforce any of the terms of the Security Documents or the Intercreditor Agreements to which the Collateral Agent or Trustee is a party; or collect and receive payment of any and all amounts payable in Obligations with respect of to the Obligations of Securities. Subject to the Company hereunder. The Intercreditor Agreements and at the Company’s sole cost and expense, the Trustee is authorized and empowered (but shall have power not be obligated) to institute and maintain 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 the Collateral or to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents Documents, the Intercreditor Agreements or this Indenture, and such suits and proceedings as may be expedient, at the Trustee 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 Collateral. 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 under any Security Document, or be prejudicial to the interests of the Holders or of the Trustee). Subject to the provisions of Article Six, the Trustee, the Joint Collateral Agent and the Escrow Agent shall have power to, in their sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions they deem necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Joint Collateral Agent or the Escrow Agent may deem expedient to preserve or protect its interests and the interests of the Trustee, the Holders, the Joint Collateral Agent or the Escrow Agent 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 hereunder or under any of the Security Documents, or be prejudicial to the interests of the Holders or the Trustee)Agent.