Common use of Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents Clause in Contracts

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents and the Intercreditor Agreements, each of the Trustee or the Collateral Agent may (but shall not be obligated to), 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 the Intercreditor Agreements and (b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer and the Subsidiaries hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor Agreements, the Trustee or the Collateral 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 that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem 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, the Collateral Agent or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, each of the Trustee or the Collateral Agent may (but shall not be obligated to)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 (a1) enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreements and (b2) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer Issuers and the Subsidiaries Subsidiary Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, the Trustee or the Collateral 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 that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem 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, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, each of the Trustee Trustee, the Collateral Agent or the Real Property Collateral Agent may (but shall not be obligated to), 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 (a1) enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreements and (b2) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer Issuers and the Subsidiaries Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, the Trustee Trustee, the Collateral Agent or the Real Property Collateral 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 that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements Documents or this Indenture, and such suits and proceedings as the Trustee Trustee, the Collateral Agent or the Real Property Collateral Agent may deem 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, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents and the Junior Lien Intercreditor AgreementsAgreement, each of the Trustee or the Collateral Agent may (but shall not be obligated to)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 the Junior Lien Intercreditor Agreements Agreement and (b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer and the Subsidiaries hereunder and thereunder. Subject to the provisions of the Security Documents and the Junior Lien Intercreditor AgreementsAgreement, the Trustee or the Collateral 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 that may be unlawful or in violation of the Security Documents, the Junior Lien Intercreditor Agreements Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem 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, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of Article 7 of this Indenture and the provisions of the Security Documents and the Intercreditor AgreementsDocuments, each of the Trustee or the Collateral Agent may (but shall not in no event be obligated required to), 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 (ai) enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreements and (bii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer and the Subsidiaries Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, the Trustee or the Collateral Agent shall have the power power, but not the obligation, 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, the Intercreditor Agreements Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents Documents, the Intercreditor Agreement and the Intercreditor Agreementsother provisions of this Indenture, each of the Trustee or the Collateral Agent may (but shall not be obligated to), 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 (ai) enforce any of its rights or any of the rights of the Holders under the Security Documents and (ii) upon the Intercreditor Agreements occurrence and (b) during the continuance of an Event of Default, collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer and the Subsidiaries Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor AgreementsAgreement, the Trustee or the Collateral Agent shall have the power (but not the obligation) 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, Documents and the Intercreditor Agreements Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem 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, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, each of the Trustee or the Collateral Agent may (but shall not be obligated to)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 (ai) enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreements and (bii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer and the Subsidiaries Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, the Trustee or the Collateral 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 that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem 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 129 impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents Documents, the Intercreditor Agreement and the Second Lien Intercreditor AgreementsAgreement, each of the Trustee or the Collateral Agent may (but shall not be obligated to)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 the Intercreditor Agreements and (b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer Issuers and the Subsidiaries hereunder and thereunder. Subject to the provisions of the Security Documents Documents, the Intercreditor Agreement and the Second Lien Intercreditor AgreementsAgreement, the Trustee or the Collateral 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 that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements Agreement, the Second Lien Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its 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, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of Article VII of this Indenture and the provisions of the Security Documents and the Intercreditor AgreementsDocuments, each of the Trustee or the Collateral Agent may (but shall not in no event be obligated required to), 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 (ai) enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreements and (bii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer and the Subsidiaries Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, the Trustee or the Collateral Agent shall have the power power, but not the obligation, 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, the Intercreditor Agreements Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents and the Intercreditor Agreementsunless otherwise expressly provided herein or therein, each of the Trustee or the Collateral Agent may (but shall not be obligated to)may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, and shall, at the direction of a majority of the Holders, take all actions it deems necessary or appropriate in order to (ai) enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreements and (bii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer Company and the Subsidiaries Guarantor hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, the Trustee or the Collateral 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 that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem 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, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents and the Intercreditor AgreementsIndenture, each of the Trustee or the Collateral Agent may (but shall not be obligated have the obligation to), 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 (ai) enforce any of its rights or any of the rights of the Holders under the Security Documents and (ii) upon the Intercreditor Agreements occurrence and (b) during the continuance of an Event of Default, collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer Company and the Subsidiaries hereunder Guarantors under the Notes, the Guarantees, the Indenture and thereunderthe Security Documents. Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, the Trustee or the Collateral Agent shall have the power (but not the obligation) 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, Documents or the Intercreditor Agreements or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interest 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 be prejudicial to the interests of the Holders, Holders or of the Trustee or the Collateral Agent or the TrusteeAgent).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents Documents, the Intercreditor Agreement, the Agreed Security Principles and the Intercreditor Agreementsother provisions of this Indenture, each of the Trustee or the Collateral Agent may (but shall not be obligated to), 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 (ai) enforce any of its rights or any of the rights of the Holders under the Security Documents and (ii) upon the Intercreditor Agreements occurrence and (b) during the continuance of an Event of Default and following acceleration of the Notes pursuant to Section 6.02, collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer Company and the Subsidiaries Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents Documents, the Agreed Security Principles and the Intercreditor AgreementsAgreement, the Trustee or the Collateral Agent shall have the power (but not the obligation) 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, the Agreed Security Principles, the Intercreditor Agreements Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem 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 enforceability of the Security Documents hereunder or be materially prejudicial to the interests of the Holders, Holders or the Trustee or the Collateral Agent or the TrusteeAgent).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, each of the Trustee or the Collateral Agent may (but shall not be obligated to), 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 (a1) enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreements and (b2) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer Issuers and the Subsidiaries Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, the Trustee or the Collateral 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 that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem 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, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, each of the Trustee or the Collateral Agent (at the direction of the Trustee) may (but shall is not be obligated to), 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 the Intercreditor Agreements and (b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer Issuers and the Subsidiaries hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor AgreementsDocuments, the Trustee or the Collateral 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 that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem 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, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents First Lien Intercreditor Agreement and the Intercreditor Agreementsunless otherwise expressly provided herein or therein, each of the Trustee or the Collateral Agent may (but shall not be obligated to)may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, and shall, at the direction of the Required Holders of a majority in aggregate principal amount of the outstanding Required Debt, take all actions it deems necessary or appropriate in order to (ai) exercise or enforce any of its rights or any of the rights of the Holders under the Security Documents and the First Lien Intercreditor Agreements Agreement and (bii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer TCEH and the Subsidiaries Guarantors hereunder and thereunder; provided that the Collateral Agent shall exercise, or refrain from exercising, any remedies provided in the Security Documents in accordance with the terms thereof. Subject to the provisions of the Security Documents and the First Lien Intercreditor AgreementsAgreement, the Trustee or the Collateral 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 that may be unlawful or in violation of the Security Documents, the First Lien Intercreditor Agreements Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem 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, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents and the any Intercreditor AgreementsAgreement and unless otherwise expressly provided herein or therein, each of the Trustee or the Collateral Agent may (but shall not be obligated to)may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions it deems reasonably necessary or appropriate in order to (ai) enforce any of its rights or any of the rights of the Holders under the Security Documents and the any Intercreditor Agreements Agreement and (bii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer and the Subsidiaries hereunder Guarantors hereunder, under the Guarantees and thereunderunder the Security Documents, as applicable. Subject to the provisions of the Security Documents and the any Intercreditor AgreementsAgreement, the Trustee or and the Collateral 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 that may be unlawful or in violation of the Security Documents, the any Intercreditor Agreements Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interest their 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 be prejudicial to the interests of the Holders, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents Documents, the Intercreditor Agreement and the Second Lien Intercreditor AgreementsAgreement, each of the Trustee or the Collateral Agent may (but shall not be obligated to)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 the Intercreditor Agreements and (b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer Issuers and the Subsidiaries hereunder and thereunder. Subject to the provisions of the Security Documents Documents, the Intercreditor Agreement and the Second Lien Intercreditor AgreementsAgreement, the Trustee or the Collateral 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 that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements Agreement, the Second Lien Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its 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, the Collateral Agent Holders or the Trustee).. 139

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents Documents, the Intercreditor Agreement and the Intercreditor Agreementsother provisions of this Indenture, each of the Trustee or the Collateral Agent may (but shall not be obligated to), 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 (ai) enforce any of its rights or any of the rights of the Holders under the Security Documents and (ii) upon the Intercreditor Agreements occurrence and (b) during the continuance of an Event of Default, collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer and the Subsidiaries Subsidiary Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor AgreementsAgreement, the Trustee or the Collateral Agent shall have the power (but not the obligation) 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, Documents and the Intercreditor Agreements Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem 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, the Collateral Agent Holders or the Trustee).

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents Intercreditor Agreement and the Intercreditor Agreementsunless otherwise expressly provided herein or therein, each of the Trustee or the Collateral Agent may (but shall not be obligated to)may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, and shall, at the direction of the Required Holders of a majority in aggregate principal amount of the outstanding Required Debt, take all actions it deems necessary or appropriate in order to (ai) exercise or enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreements Agreement and (bii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer TCEH and the Subsidiaries Subsidiary Guarantors hereunder and thereunder; provided that the Collateral Agent shall exercise, or refrain from exercising, any remedies provided in the Security Documents in accordance with the terms thereof. Subject to the provisions of the Security Documents and the Intercreditor AgreementsAgreement, the Trustee or the Collateral 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 that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem 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, the Collateral Agent Holders or the Trustee).