Common use of Determinations Relating to Collateral Clause in Contracts

Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request in compliance with Section 103 from PCI, the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or any Obligor's obligations with respect thereto, or (b) there shall be due to or from the Trustee under the provisions of any Security Document, any performance or the delivery of any instrument, or (c) the Trustee shall become aware of any nonperformance by any Obligor of any covenant or any breach of any representation or warranty of PCI, the Company or any Guarantor set forth in any Security Document, then, in each such event, 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 (x) enforce any of the terms of the Security Documents, and (y) collect and receive any and all amounts payable in respect of the obligations of the Obligors hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it 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 and 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 or to the Trustee). The Trustee shall be entitled, at the expense of the Company and subject to Section 602 hereof, to hire experts, consultants, agents and attorneys (including internal counsel) to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney (including internal counsel) or agreed to by the Holders of a majority of the aggregate principal amount of the Securities then Outstanding pursuant to Section 505 hereof.

Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request in compliance with Section 103 from PCI, the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or any Obligor's obligations with respect thereto, or (b) there shall be due to or from the Trustee under the provisions of any Security Document, any performance or the delivery of any instrument, or (c) the Trustee shall become aware of any nonperformance by any Obligor of any covenant or any breach of any representation or warranty of PCI, the 135 Company or any Guarantor set forth in any Security Document, then, in each such event, 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 (x) enforce any of the terms of the Security Documents, and (y) collect and receive any and all amounts payable in respect of the obligations of the Obligors hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it 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 and 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 or to the Trustee). The Trustee shall be entitled, at the expense of the Company and subject to Section Sections 602 hereof, to hire experts, consultants, agents and attorneys (including internal counsel) to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney (including internal counsel) or agreed to by the Holders of a majority of the aggregate principal amount of the Securities then Outstanding pursuant to Section 505 hereof.

Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request in compliance with Section 103 from PCIthe Company, the Company PCAC or any Guarantor PAI under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or any Obligorthe Company's, PCAC's or PAI's obligations with respect thereto, thereto or (bii) there shall be due to or from the Trustee under the provisions of any Security Document, Document any performance or the delivery of any instrument, instrument or (ciii) the Trustee shall become aware of any nonperformance by any Obligor the Company, PCAC or PAI of any covenant or any breach of any representation or warranty of PCIthe Company, the Company PCAC or any Guarantor PAI set forth in any Security Document, then, in each such event, 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 (x) enforce any of the terms of the Security Documents, and (y) collect and receive any and all amounts payable in respect of the obligations of the Obligors hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it 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 and 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 or to the Trustee). The Trustee shall be entitled, at the expense of the Company and subject to Section 602 Sections 602(d) and (h) hereof, to hire experts, consultants, agents and attorneys (including internal counsel) to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney (including internal counsel) or agreed to by the Majority Holders of a majority of the aggregate principal amount of the Securities then Outstanding pursuant to Section 505 hereof. - 167 - 181 Section 1407. Trust Moneys. To the extent Trust Moneys consist of insurance proceeds or condemnation or other taking awards, any such moneys which may be used to effect a restoration of the affected Collateral shall be permitted to be withdrawn by the Company and paid by the Collateral Agent, upon a Company Order to reimburse the Company, PCAC or PAI for expenditures made or costs incurred to repair, rebuild or replace the destroyed, damaged, or taken Collateral, upon confirmation by the Trustee that it has received the appropriate documentation. The Company shall deliver (a) an Officers' Certificate certifying as to expenditures made or costs incurred, the necessity or desirability in the conduct of the Company's business of the repaired, rebuilt, or replaced property, and the fair market value of such property as of the date of the expenditures, (b) an Opinion of Counsel as to the validity and perfection of the Collateral Agent's lien on the repaired or replaced Collateral and (c) an architect's certificate as to the costs of such restoration and compliance with law, all in accordance with the Intercreditor Agreements. To the extent Trust Moneys consist of Collateral Proceeds, and the Company intends to reinvest such proceeds in the Company or in one or more Restricted Subsidiaries in a Related Business, such Trust Moneys shall be permitted to be withdrawn by the Company upon delivery to the Trustee and the Collateral Agent of (a) a Company Order regarding such withdrawal, (b) an officer's certificate certifying compliance with the Indenture, (c) instruments granting the Collateral Agent first priority liens, for the benefit of (i) the Trustee, for itself and the Holders, and the Term Loan Agent, for itself and the other Term Loan Agreement lenders on the real or personal property interests in which the Company or any Restricted Subsidiary have invested, and (d) an opinion of counsel as to the instruments governing such Liens and security interests, all in accordance with the Intercreditor Agreement. Trust Moneys shall be permitted to be applied from time to time (x) to the payment of principal, premium, if any, interest and Liquidated Damages, if any, on the Securities, or (y) to the extent otherwise permitted by the Indenture, to redeem or repurchase Securities, including without limitation pursuant Any release of Collateral, including Trust Moneys, will be subject to the provisions of Section 314(d) of the Trust Indenture Act relating to, among other things, the delivery of a certificate or an opinion of an engineer, appraiser or other expert as to the fair value of Collateral being released from the Liens of the Security Documents.

Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request in compliance with Section 103 from PCI, the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or any Obligor's obligations with respect thereto, or (b) there shall be due to or from the Trustee under the provisions of any Security Document, any performance or the delivery of any instrument, or (c) the Trustee shall become aware of any nonperformance by any Obligor of any covenant or any breach of any representation or warranty of PCI, the Company or any Guarantor set forth in any Security Document, then, in each such event, 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 (x) enforce any of the terms of the Security Documents, and (y) collect and receive any and all amounts payable in respect of the obligations of the Obligors hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it 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 and 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 or to the Trustee). The Trustee Trustee] shall be entitled, at the expense of the Company and subject to Section 602 Sections 602(d) and (h) hereof, to hire experts, consultants, agents and attorneys (including internal counsel) to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney (including internal counsel) or agreed to by the Holders of a majority of the aggregate principal amount of the Securities then Outstanding pursuant to Section 505 hereof.

Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request in compliance with Section 103 from PCI, the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or any Obligor's obligations with respect thereto, or (b) there shall be due to or from the Trustee under the provisions of any Security Document, any performance or the delivery of any instrument, or (c) the Trustee shall become aware of any nonperformance by any Obligor of any covenant or any breach of any representation or warranty of PCI, the Company or any Guarantor set forth in any Security Document, then, in each such event, 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 (x) enforce any of the terms of the Security Documents, and (y) collect and receive any and all amounts payable in respect of the obligations of the Obligors hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it 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 and 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 or to the Trustee). The Trustee Trustee] shall be entitled, at the expense of the Company and subject to Section 602 Sections 602(d) and (h) hereof, to hire experts, consultants, agents and attorneys (including internal counsel) to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney 128 (including internal counsel) or agreed to by the Holders of a majority of the aggregate principal amount of the Securities then Outstanding pursuant to Section 505 hereof.