Common use of Authorization of Actions to Be Taken by the Security Agent Under the Security Documents Clause in Contracts

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement), the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Trustee and the Security Agent to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor Agreement, in each case in compliance with this Indenture and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints the Trustee or the Security Agent, as the case may be, as its agent under the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it to act as such.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement)Documents, the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated authorized by Section ‎‎Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Trustee and the irrevocably appointed U.S. Bank Trust Company, National Association as Security Agent to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor AgreementAgent, in each case in compliance with this Indenture and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints have irrevocably authorized the Security Agent and the Trustee or to (a) perform the Security Agentduties and exercise the rights, as the case may be, as its agent powers and discretions that are specifically given to each of them under the Security DocumentsDocuments or other documents to which the Security Agent and/or the Trustee is a party, together with any other incidental rights, power and discretions and (b) execute each document expressed to be executed by the Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it to act as suchSecurity Agent and/or the Trustee on its behalf.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement Agreement, the RSA Intercreditor Agreement, and any Additional Intercreditor Agreementadditional intercreditor agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and the RSA Intercreditor Agreement and any Additional Intercreditor Agreementadditional intercreditor agreement), the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security Documents, if an Event of Default has occurred and is continuing, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Trustee and the Security Agent to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor Agreement, in each case in compliance with this Indenture and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints the Trustee or the Security Agent, as the case may be, as its agent under the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it to act as such.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement)Documents, the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated authorized by Section ‎‎Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Trustee and the irrevocably appointed U.S. Bank National Association as Security Agent to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor AgreementAgent, in each case in compliance with this Indenture and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints have irrevocably authorized the Security Agent and the Trustee or to (a) perform the Security Agentduties and exercise the rights, as the case may be, as its agent powers and discretions that are specifically given to each of them under the Security DocumentsDocuments or other documents to which the Security Agent and/or the Trustee is a party, together with any other incidental rights, power and discretions and (b) execute each document expressed to be executed by the Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it to act as suchSecurity Agent and/or the Trustee on its behalf.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders Lenders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee Administrative Agent (in turn, acting on written direction of the HoldersLenders) with regard to all voting, consent and other rights granted to the Trustee Administrative Agent and the Holders Lenders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement), the Security Agent may, in its sole discretion and without the consent of the HoldersLenders, on behalf of the HoldersLenders, to the maximum extent permitted under applicable law take all actions it deems necessary or appropriate in order to (a) enforce any of its rights or any of the rights of the Holders Lenders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Borrowers and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this IndentureAgreement, and such suits and proceedings as the Security Agent (after consultation with the TrusteeAdministrative Agent, where appropriate) may deem reasonably expedient to preserve or protect its interest and the interests of the Holders Lenders 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 the Holders Lenders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes Lender to effect any release of Liens or Collateral contemplated by Section 11.04 hereof 13.5, or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed Lender hereby (i) to have authorized the Trustee and irrevocably appoints U.S. Bank Trust Company, National Association as Security Agent, (ii) irrevocably authorizes the Security Agent and the Administrative Agent to enter into (i) perform the Security Documents duties and exercise the rights, powers and discretions that are specifically given to each of them under the Intercreditor Agreement or other documents to which the Security Agent and/or the Administrative Agent is a party, together with any other incidental rights, powers and any Additional Intercreditor Agreement, in each case in compliance with this Indenture discretions and (ii) execute each document expressed to be bound thereby. Each Holder, executed by accepting a Note, appoints the Trustee or the Security Agent, as Agent and/or the case may be, as Administrative Agent on its agent under behalf and (iii) accepts the Security Documents, terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it each Lender will also be deemed to act as suchhave authorized the Security Agent and the Administrative Agent to enter into any such Additional Intercreditor Agreement.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents, subject to each Intercreditor Agreement. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and any Additional each Intercreditor Agreement), the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security DocumentsDocuments and each Intercreditor Agreement, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated authorized by Section ‎‎Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Trustee and the Security Agent to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor Agreement, in each case in compliance with this Indenture and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints the Trustee or the Security Agent, as the case may be, as its agent under the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it to act as such.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the HoldersHolders of a majority in aggregate principal amount of the Notes) with regard to all voting, consent and other rights granted to the Trustee and the Holders of Notes under the Security Documents. Subject to the provisions of the Security Documents and the limitations set forth herein and therein (including the Intercreditor Agreement and any Additional Intercreditor AgreementCollateral Cap), the Security Agent maymay (without obligation), 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have irrevocably appointed The Bank of New York Mellon Trust Company, N.A., as Security Agent, (ii) to have irrevocably authorized the Trustee and the Security Agent and the Trustee to (x) perform the duties and exercise the rights, powers and discretions that are specifically given to each of them under any documents to which the Security Agent and/or the Trustee is a party, together with any other incidental rights, power and discretions and (y) execute each document expressed to be executed by the Security Agent and/or the Trustee on its behalf. Each Person that is secured under the Security Documents, by accepting the benefits of the security provided thereby, (i) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, if then in effect, (ii) authorizes (or is deemed to authorize) the Security Agent on behalf of such Person to enter into into, and perform under, the Intercreditor Agreement, if then in effect, and (iii) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement, if then in effect, was delivered, or made available, to such Person. Notwithstanding any other provision contained herein or in any Security Document, the priority of the Liens created by the Security Documents and the Intercreditor Agreement exercise of the rights, remedies, duties and any Additional obligations provided for herein and therein are subject in all respects to the provisions of the Intercreditor Agreement, if then in each case effect, and, to the extent provided therein, the applicable collateral documents referenced therein. Notwithstanding anything contrary contained herein, in compliance with the event of any conflict or inconsistency between any Security Document (other than the Intercreditor Agreement), this Indenture and (ii) or the Intercreditor Agreement with respect to be bound thereby. Each Holder, the priority of any liens or security interests granted hereunder or the exercise of any rights or remedies by accepting a Note, appoints the Trustee or the Security Agent, as the terms of this Indenture and/or the Intercreditor Agreement shall govern and control (except that, in the case may be, as its agent under of any conflict between this Indenture and the Security DocumentsIntercreditor Agreement, the Intercreditor Agreement and shall control with respect to the priority of any Additional Intercreditor Agreement and authorizes it to act as suchliens or security interests granted under the Security Documents or the exercise of any rights or remedies by the Security Agent).

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement), the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation 104 with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Trustee and the Security Agent to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor Agreement, in each case in compliance with this Indenture and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints the Trustee or the Security Agent, as the case may be, as its agent under the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it to act as such.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor AgreementAgreements, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including and the Intercreditor Agreement and any Additional Intercreditor Agreement)Agreements, the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 140 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 the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have irrevocably appointed U.S. Bank National Association as Security Agent, (ii) to have irrevocably authorized the Trustee and the Security Agent and the Trustee to enter into (i) perform the duties and exercise the rights, powers and discretions that are specifically given to each of them under the Intercreditor Agreements or other documents to which the Security Documents Agent and/or the Trustee is a party, together with any other incidental rights, power and the Intercreditor Agreement and any Additional Intercreditor Agreement, in each case in compliance with this Indenture discretions and (ii) execute each document expressed to be bound thereby. Each Holder, executed by accepting a Note, appoints the Security Agent and/or the Trustee or on its behalf and (iii) to have accepted the terms and conditions of the Intercreditor Agreements and each Holder of the Notes will also be deemed to have authorized the Security Agent, as Agent and the case may be, as its agent under the Security Documents, the Trustee to enter into any such Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it to act as suchAgreement.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement), the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have irrevocably appointed Citibank, N.A., London Branch as Security Agent and Intercreditor Agent, (ii) to have irrevocably authorized the Security Agent, the Intercreditor Agent and the Trustee to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to each of them under the Intercreditor Agreement or other documents to which the Security Agent and/or the Trustee is a party, together with any other incidental rights, power and discretions and (ii) execute each document expressed to enter into be executed by the Security Documents Agent and/or the Trustee and/or the Intercreditor Agent on its behalf and (iii) to have accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement, in In-tercreditor Agreement and each case in compliance with this Indenture and (ii) Holder of the Notes will also be deemed to be bound thereby. Each Holder, by accepting a Note, appoints the Trustee or have authorized the Security Agent, as the case may be, as its agent under the Security Documents, the Intercreditor Agreement Agent and the Trustee to enter into any such Additional Intercreditor Agreement and authorizes it to act as suchAgreement.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement Agreement, the RSA Intercreditor Agreement, and any Additional Intercreditor Agreementadditional intercreditor agreement, shall act upon the written direction of 103 the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and the RSA Intercreditor Agreement and any Additional Intercreditor Agreementadditional intercreditor agreement), the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security Documents, if an event of Default has occurred and is continuing, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Trustee and the Security Agent to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor Agreement, in each case in compliance with this Indenture and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints the Trustee or the Security Agent, as the case may be, as its agent under the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it to act as such.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, 134 subject to the Intercreditor Agreement AgreementAgreements and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement AgreementAgreements and any Additional Intercreditor Agreement), the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have irrevocably appointed U.S. Bank National Association as Security Agent, (ii) to have irrevocably authorized the Trustee and the Security Agent and the Trustee to enter into (i) perform the duties and exercise the rights, powers and discretions that are specifically given to each of them under the Intercreditor AgreementAgreements or other documents to which the Security Documents Agent and/or the Trustee is a party, together with any other incidental rights, power and the Intercreditor Agreement and any Additional Intercreditor Agreement, in each case in compliance with this Indenture discretions and (ii) execute each document expressed to be bound thereby. Each Holder, executed by accepting a Note, appoints the Security Agent and/or the Trustee or on its behalf and (iii) to have accepted the Security Agent, as the case may be, as its agent under the Security Documents, terms and conditions of the Intercreditor Agreement AgreementAgreements and any Additional Intercreditor Agreement and authorizes it each Holder of the Notes will also be deemed to act as suchhave authorized the Security Agent and the Trustee to enter into any such Additional Intercreditor Agreement.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor AgreementAgreements, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including and the Intercreditor Agreement and any Additional Intercreditor Agreement)Agreements, the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent shall have the power to 122 institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have irrevocably appointed U.S. Bank Trust Company, National Association as Security Agent, (ii) to have irrevocably authorized the Trustee and the Security Agent and the Trustee to enter into (i) perform the duties and exercise the rights, powers and discretions that are specifically given to each of them under the Intercreditor Agreements or other documents to which the Security Documents Agent and/or the Trustee is a party, together with any other incidental rights, power and the Intercreditor Agreement and any Additional Intercreditor Agreement, in each case in compliance with this Indenture discretions and (ii) execute each document expressed to be bound thereby. Each Holder, executed by accepting a Note, appoints the Security Agent and/or the Trustee or on its behalf and (iii) to have accepted the terms and conditions of the Intercreditor Agreements and each Holder of the Notes will also be deemed to have authorized the Security Agent, as Agent and the case may be, as its agent under the Security Documents, the Trustee to enter into any such Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it to act as suchAgreement.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders Lenders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee Administrative Agent (in turn, acting on written direction of the HoldersLenders) with regard to all voting, consent and other rights granted to the Trustee Administrative Agent and the Holders Lenders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement), the Security Agent may, in its sole discretion and without the consent of the HoldersLenders, on behalf of the HoldersLenders, to the maximum extent permitted under applicable law take all actions it deems necessary or appropriate in order to (a) enforce any of its rights or any of the rights of the Holders Lenders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Borrowers and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this IndentureAgreement, and such suits and proceedings as the Security Agent (after consultation with the TrusteeAdministrative Agent, where appropriate) may deem reasonably expedient to preserve or protect its interest and the interests of the Holders Lenders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance 154 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 Lenders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes Lender to effect any release of Liens or Collateral contemplated by Section 11.04 hereof 13.5, or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed Lender hereby (i) to have authorized the Trustee and irrevocably appoints U.S. Bank Trust Company, National Association as Security Agent, (ii) irrevocably authorizes the Security Agent and the Administrative Agent to enter into (i) perform the Security Documents duties and exercise the rights, powers and discretions that are specifically given to each of them under the Intercreditor Agreement or other documents to which the Security Agent and/or the Administrative Agent is a party, together with any other incidental rights, powers and any Additional Intercreditor Agreement, in each case in compliance with this Indenture discretions and (ii) execute each document expressed to be bound thereby. Each Holder, executed by accepting a Note, appoints the Trustee or the Security Agent, as Agent and/or the case may be, as Administrative Agent on its agent under behalf and (iii) accepts the Security Documents, terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it each Lender will also be deemed to act as suchhave authorized the Security Agent and the Administrative Agent to enter into any such Additional Intercreditor Agreement.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents, subject to each Intercreditor Agreement. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and any Additional each Intercreditor Agreement), the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security DocumentsDocuments and each Intercreditor Agreement, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated authorized by Section ‎‎Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Trustee and the irrevocably appointed JPMorgan Chase Bank, N.A. as Security Agent to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor AgreementAgent, in each case in compliance with this Indenture and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints have irrevocably authorized the Security Agent and the Trustee or to (a) perform the Security Agentduties and exercise the rights, as the case may be, as its agent powers and discretions that are specifically given to each of them under the Security Documents, the each Intercreditor Agreement or other documents to which the Security Agent and/or the Trustee is a party, together with any other incidental rights, power and any Additional discretions and (b) execute each document expressed to be executed by the Security Agent and/or the Trustee on its behalf and (iii) accepted the terms and conditions of each Intercreditor Agreement and authorizes it to act as suchAgreement.

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the HoldersHolders of a majority in aggregate principal amount of the Notes) with regard to all voting, consent and other rights granted to the Trustee and the Holders of Notes of a series under the Security Documents. Subject to the provisions of the Security Documents and the limitations set forth herein and therein (including the Intercreditor Agreement and any Additional Intercreditor AgreementCollateral Cap), the Security Agent maymay (without obligation), 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Trustee and the irrevocably appointed The Bank of New York Mellon Trust Company, N.A., as Security Agent to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor AgreementAgent, in each case in compliance with this Indenture and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints have irrevocably authorized the Security Agent and the Trustee or to (x) perform the duties and exercise the rights, powers and discretions that are specifically given to each of them under any documents to which the Security AgentAgent and/or the Trustee is a party, as the case may betogether with any other incidental rights, as its agent under power and discretions and (y) execute each document expressed to be executed by the Security Documents, Agent and/or the Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it to act as such.Trustee on its behalf. 128

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement), the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Trustee and the Security Agent to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor Agreement, in each case in compliance with this Indenture and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints the Trustee or the Security Agent, as the case may be, as its agent under the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it to act as such.. ​ ​

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement)Documents, the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers Issuer and the Guarantors hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated authorized by Section ‎‎Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Trustee and the irrevocably appointed U.S. Bank National Association as Security Agent to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor AgreementAgent, in each case in compliance with this Indenture and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints have irrevocably authorized the Security Agent and the Trustee or to (a) perform the Security Agentduties and exercise the rights, as the case may be, as its agent powers and discretions that are specifically given to each of them under the Security DocumentsDocuments or other documents to which the Security Agent and/or the Trustee is a party, together with any other incidental rights, power and discretions and (b) execute each document expressed to be executed by the Intercreditor Agreement and any Additional Intercreditor Agreement and authorizes it to act as such.Security Agent and/or the Trustee on its behalf. 139

Authorization of Actions to Be Taken by the Security Agent Under the Security Documents. (a) . The Security Agent shall be the representative on behalf of the Holders and, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement, shall act upon the written direction of the Trustee (in turn, acting on written direction of the Holders) with regard to all voting, consent and other rights granted to the Trustee and the Holders under the Security Documents. Subject to the provisions of the Security Documents (including the Intercreditor Agreement and any Additional Intercreditor Agreement)Documents, the Security Agent 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 its rights or any of the rights of the Holders under the Security Documents and (b) receive any and all amounts payable from the Collateral in respect of the obligations of the Issuers and the Guarantors Issuer hereunder. Subject to the provisions of the Security Documents, the Security Agent 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 of impairment that may be unlawful or in violation of the Security Documents or this Indenture, Indenture and such suits and proceedings as the Security Agent (after consultation with the Trustee, where appropriate) may deem reasonably expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders or the Security Agent). The Security Agent is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 11.04 hereof or by the terms of the Security Documents. Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Trustee and the Security Agent to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor AgreementDocuments, in each case in compliance with this Indenture and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints the Trustee or the Security Agent, as the case may be, as its agent under the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement Documents and authorizes it to act as such.