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, each of the Trustee or the Collateral 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 (1) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers and the Subsidiary Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents, 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 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 or the Trustee). (b) The Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no responsibility for recording, filing, re-recording or re-filing any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Issuers and each Subsidiary Guarantor shall deliver to the Trustee or the Collateral Agent the following: (i) a request from the Issuers that such Collateral be added; (ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Date, with such changes thereto as the Issuers shall consider appropriate, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and the Collateral Agent; (iii) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (iv) such financing statements, if any, as the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and the Collateral Agent, in giving any consent or approval under the Security Documents, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or the Security Documents, and the Trustee and the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counsel. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents, each of the Trustee or Trustee, the Collateral Agent mayor 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 (1) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers and the Subsidiary Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents, 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 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 or the Trustee). (b) The Trustee Except as otherwise expressly set forth in Section 3 of the Security Agreement, none of the Trustee, the Collateral Agent or the Real Property Collateral Agent shall not be responsible for for, nor do they make any representation regarding, the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee None of the Trustee, the Collateral Agent or the Real Property Collateral Agent shall have no any responsibility for recording, filing, re-recording or re-filing any financing statement, continuation statement, financing change statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where any provision of this Indenture requires that additional property or assets be added to the CollateralCollateral and a security interest with respect to such property or assets would not be created or perfected without preparation and execution of additional documentation, the Issuers and each Subsidiary Guarantor shall deliver to the Trustee Trustee, the Collateral Agent or the Real Property Collateral Agent the following: (i1) a request from the Issuers that such Collateral be added; (ii2) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents previously entered into on the Issue Dateinto, with such changes thereto as the Issuers shall consider appropriate, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee Trustee, the Collateral Agent and the Real Property Collateral Agent; (iii) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (iv3) such financing statements, if any, as the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee Trustee, the Collateral Agent and the Real Property Collateral Agent, in giving any consent or approval under the Security Documents or in executing any Security Documents, shall be entitled to receive, as a condition to such consent or approvalapproval or to executing such document in the case of a request to execute a Security Document, a request of the Issuers and, in all cases, an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that all conditions precedent specified in this Indenture with respect to the action or omission for which consent or approval is to be given have been satisfied or that such action or omission for which consent or approval is not being given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of violate this Indenture or the Security DocumentsIndenture, and the Trustee Trustee, the Collateral Agent and the Real Property Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Officer’s Certificate and Opinion of Counsel. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or the Real Property Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent or the Real Property Collateral Agent, it is understood that in all cases the Collateral Agent or the Real Property Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting at the direction of the Holders and otherwise in accordance with this Indenture, Intercreditor Agreements and other Security Documents), and such indemnity from the Holders as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and the Real Property Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security DocumentsDocuments and the Intercreditor Agreements, each of the Trustee or the Collateral Agent maymay (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 (1a) enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreements and (2b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers Issuer and the Subsidiary Guarantors Subsidiaries hereunder and thereunder. Subject to the provisions of the Security DocumentsDocuments 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 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 Holders, the Collateral Agent or the Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the CollateralCollateral or to ensure that the Collateral is cared for, whether impaired by operation protected, insured or has properly been encumbered (other than the exercise of law or by reason of any action or omission to act on its part hereunder, for reasonable care in the validity or sufficiency custody and preservation of the Collateral or any agreement or assignment contained therein, for in its possession). Neither the validity of the title of the Issuers to the Collateral, for insuring Trustee nor the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. The Trustee or the Collateral Agent, as applicable, shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee or the Collateral Agent, as applicable, in good faith. (c) Where any provision of this Indenture requires that additional property or assets any action be added taken to perfect the security interest in any Collateral, the Issuers Issuer and each Subsidiary the relevant Guarantor shall deliver to the Trustee or the Collateral Agent the following: (i) a request written notice from the Issuers that Issuer of such Collateral be addedCollateral; (ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Datedate of this Indenture, with such changes thereto as the Issuers Issuer shall consider appropriate, or in such other form as the Issuers Issuer shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and or the Collateral Agent; (iii) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (iviii) such financing statements, if any, as the Issuers Issuer shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and the Collateral Agent, in giving any consent or approval under the Security Documents, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests Upon receipt of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or the Security Documentsforegoing, and the Trustee and the Collateral Agent shall execute and enter into or authorize the filing of any such instrument; provided that in no event shall the Collateral Agent be fully protected required to enter into any such instrument that it determines adversely affects the rights, immunities, privileges or indemnities of the Collateral Agent hereunder in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counsela commercially unreasonable manner. (e) Notwithstanding anything else the foregoing, and except as may be required by Section 13.09, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the filing of UCC financing statements or the joinder of any new Guarantor to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, First Lien Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoAgreement.

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 DocumentsDocuments and the Intercreditor Agreements, each of the Trustee or the Collateral Agent maymay (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 (1a) enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreements and (2b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers Issuer and the Subsidiary Guarantors Subsidiaries hereunder and thereunder. Subject to the provisions of the Security DocumentsDocuments 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 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 Holders, the Collateral Agent or the Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the CollateralCollateral or to ensure that the Collateral is cared for, whether impaired by operation protected, insured or has properly been encumbered (other than the exercise of law or by reason of any action or omission to act on its part hereunder, for reasonable care in the validity or sufficiency custody and preservation of the Collateral or any agreement or assignment contained therein, for in its possession). Neither the validity of the title of the Issuers to the Collateral, for insuring Trustee nor the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. The Trustee or the Collateral Agent, as applicable, shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee or the Collateral Agent, as applicable, in good faith. (c) Where any provision of this Indenture requires that additional property or assets any action be added taken to perfect the security interest in any Collateral, the Issuers Issuer and each Subsidiary the relevant Guarantor shall deliver to the Trustee or the Collateral Agent the following: (i) a request written notice from the Issuers that Issuer of such Collateral be addedCollateral; (ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Datedate of this Indenture, with such changes thereto as the Issuers Issuer shall consider appropriate, or in such other form as the Issuers Issuer shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and or the Collateral Agent; (iii) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (iviii) such financing statements, if any, as the Issuers Issuer shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and the Collateral Agent, in giving any consent or approval under the Security Documents, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests Upon receipt of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or the Security Documentsforegoing, and the Trustee and the Collateral Agent shall execute and enter into or authorize the filing of any such instrument; provided that in no event shall the Collateral Agent be fully protected required to enter into any such instrument that it determines adversely affects the rights, immunities, privileges or indemnities of the Collateral Agent hereunder in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counsela commercially unreasonable manner. (e) Notwithstanding anything else the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the filing of UCC financing statements or the joinder of any new Guarantor to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, First Lien Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoAgreement.

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 DocumentsDocuments and the Junior Lien Intercreditor Agreement, each of the Trustee or the Collateral 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 (1a) enforce any of its rights or any of the rights of the Holders under the Security Documents and the Junior Lien Intercreditor Agreement and (2b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers Issuer and the Subsidiary Guarantors Subsidiaries hereunder and thereunder. Subject to the provisions of the Security DocumentsDocuments and the Junior Lien Intercreditor Agreement, 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 Documents, the Junior 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 or the Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Issuers Issuer and each Subsidiary Guarantor shall deliver to the Trustee or the Collateral Agent the following: (i) a request from the Issuers Issuer that such Collateral be added; (ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Escrow Release Date, with such changes thereto as the Issuers Issuer shall consider appropriate, or in such other form as the Issuers Issuer shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and or the Collateral Agent; (iii) an Officers’ Certificate to the effect that the Collateral being added is in the form, consists of the assets and is in the amount or otherwise has the fair market value required by this Indenture; (iv) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (ivv) such financing statements, if any, as the Issuers Issuer shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and or the Collateral Agent, in giving any consent or approval under the Security Documents, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or the Security Documents, and the Trustee and or the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counsel. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken 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, each of the Trustee or the Collateral Agent maymay (but shall in no event be 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 (1i) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2ii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers Issuer and the Subsidiary Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents, 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 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 or the Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value (or diminution of value) of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. Beyond the exercise of reasonable care in the custody thereof, the Trustee and the Collateral Agent shall have no duty as to any Collateral in their possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee and the Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in their possession if the Collateral is accorded treatment substantially equal to that which they accord their own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee or the Collateral Agent, as the case may be, in good faith. The Trustee and the Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the Security Documents or any other First Lien Documents by the Issuer, the Guarantors, the Holders or the Collateral Agent. (c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Issuers Issuer and each Subsidiary Guarantor Guarantor, as applicable, shall deliver to the Trustee or the Collateral Agent (with a copy to the Trustee) the following: (i1) a request from the Issuers Issuer that such Collateral be added; (ii2) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Datedate of this Indenture, with such changes thereto as the Issuers Issuer shall consider appropriate, or in such other form as the Issuers Issuer shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and the Collateral Agent; (iii3) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture and in the Security Documents to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (iv4) such financing statements, if any, as the Issuers shall deem are necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and the Collateral Agentshall have no responsibility whatsoever to comply with any provision of, in giving any consent or approval under the Security Documents, nor shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or the Security Documents, and the Trustee and the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counsel. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval charged with knowledge of, notice, request or other communication from, or other direction given or action any document governing Additional First Lien Obligations to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, which it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoa party.

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 DocumentsDocuments and any Intercreditor Agreement and unless otherwise expressly provided herein or therein, each of the Trustee or the Collateral Agent 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 (1i) enforce any of its rights or any of the rights of the Holders under the Security Documents and any Intercreditor Agreement and (2ii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers Issuer and the Subsidiary Guarantors hereunder hereunder, under the Guarantees and thereunderunder the Security Documents, as applicable. Subject to the provisions of the Security DocumentsDocuments and any Intercreditor Agreement, 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 Documents, any 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 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 or the Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, willful misconduct or bad faith on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Notwithstanding the foregoing, the Trustee and the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it them under the Security Documents or otherwise. (c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Issuers Issuer shall deliver, and shall cause each Subsidiary applicable Guarantor shall deliver to deliver, to the Trustee or the Collateral Agent the following: (i) a request from the Issuers that such Collateral be added; (ii1) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Date, with such changes thereto as the Issuers Issuer shall consider appropriate, or in such other form as the Issuers Issuer shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and or the Collateral Agent; (iii) an Officers’ Certificate and Opinion of Counsel to , as the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered intocase may be; and (iv2) such financing statements, if any, as the Issuers Issuer shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and the Collateral Agent, in giving as applicable, are authorized to receive any consent or approval under funds for the Security Documents, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests benefit of the Holders or impair the security of the Holders distributed under, and in contravention of the provisions of this Indenture or accordance with, the Security Documents, and the Trustee and the Collateral Agent shall be fully protected in giving such consent or approval on the basis to make further distributions of such Officers’ Certificate and Opinion of Counsel. (e) Notwithstanding anything else funds to the contrary herein, whenever reference is made in this Indenture or any Security Document Holders according to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use provisions of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, the Security Documents and any Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoAgreement.

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, the Intercreditor Agreement and the other provisions of this Indenture, each of the Trustee or the Collateral Agent may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, may take all actions it deems necessary or appropriate in order to (1i) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2ii) upon the occurrence and 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 Issuers Issuer and the Subsidiary Guarantors hereunder and thereunder. Subject to the provisions of the Security DocumentsDocuments and the Intercreditor Agreement, 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 and the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its 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 Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee or gross negligence, bad faith or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where any provision of this Indenture the Security Documents requires that additional property or assets be added to the Collateral, the Issuers Issuer shall, or shall cause the applicable Subsidiary Guarantors to, take any and each Subsidiary Guarantor shall deliver all actions reasonably required to cause such additional property or assets to be added to the Collateral and to create and maintain a valid and enforceable perfected first-priority security interest on a pari passu basis with the Liens securing any Pari Passu Lien Indebtedness in such property or assets (subject to Permitted Liens) in favor of the Collateral Agent for the benefit of the Holders, in each case in accordance with and to the extent required under the Security Documents. (d) The Trustee or the Collateral Agent Agent, in taking any action under the following: (i) a request from the Issuers that such Collateral be added; (ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject theretoSecurity Documents, shall be in substantially the form of the applicable Security Documents entered into on the Issue Dateentitled to receive, with such changes thereto if requested, as the Issuers shall consider appropriatea condition to take any action, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and the Collateral Agent; (iii) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in such action does not violate this Indenture to the addition of such Collateral have been complied withIndenture, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (iv) such financing statements, if any, as the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and the Collateral Agent, in giving any consent or approval under the Security Documents, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or the Security Documents, Intercreditor Agreement and the Trustee and or the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counselrelying thereon. (e) Notwithstanding anything else to In acting under the contrary hereinSecurity Documents and the Intercreditor Agreement, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Trustee and Collateral Agent shall be fully justified in failing or refusing have all the protections, rights, indemnities and immunities given to take any such action them under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security DocumentsDocuments and unless otherwise expressly provided herein or therein, each of the Trustee or the Collateral Agent 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 (1i) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2ii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers Company and the Subsidiary Guarantors Guarantor hereunder and thereunder. Subject to the provisions of the Security Documents, 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 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 or the Trustee). (b) The Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Notwithstanding the foregoing, the Trustee shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Issuers and each Subsidiary Guarantor shall deliver to the Trustee or the Collateral Agent the following: (i) a request from the Issuers that such Collateral be added; (ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Date, with such changes thereto as the Issuers shall consider appropriate, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and the Collateral Agent; (iii) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (iv) such financing statements, if any, as the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and the Collateral Agent, in giving any consent or approval under the Security Documents, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or the Security Documents, and the Trustee and the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counsel. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken 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, each of the Trustee or the Collateral Agent maymay (but shall in no event be 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 (1i) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2ii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers Issuer and the Subsidiary Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents, 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 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 or the Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value (or diminution of value) of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. Beyond the exercise of reasonable care in the custody thereof, the Trustee and the Collateral Agent shall have no duty as to any Collateral in their possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee and the Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in their possession if the Collateral is accorded treatment substantially equal to that which they accord their own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee or the Collateral Agent, as the case may be, in good faith. The Trustee and the Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or the Security Documents by the Issuer or the Guarantors. (c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Issuers Issuer and each Subsidiary Guarantor Guarantor, as applicable, shall deliver to the Trustee or the Collateral Agent the following: (i1) a request from the Issuers Issuer that such Collateral be added; (ii2) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Datedate of this Indenture, with such changes thereto as the Issuers Issuer shall consider appropriate, or in such other form as the Issuers Issuer shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and or the Collateral Agent; (iii3) an Officers’ Certificate to the effect that the Collateral being added is in the form, consists of the assets and is in the amount or otherwise has the Fair Market Value required by this Indenture; (4) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents Document being entered into; and (iv5) such financing statements, if any, as the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and or the Collateral Agent, in giving any consent or approval under the Security Documents, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect is authorized and permitted according to the interests of the Holders or impair the security of the Holders in contravention of the provisions terms of this Indenture or and the Security Documents, and the Trustee and or the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counsel. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security DocumentsFirst Lien Intercreditor Agreement and unless otherwise expressly provided herein or therein, each of the Trustee or the Collateral Agent 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 (1i) exercise or enforce any of its rights or any of the rights of the Holders under the Security Documents and the First Lien Intercreditor Agreement and (2ii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers TCEH and the 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 DocumentsFirst Lien Intercreditor Agreement, 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 Documents, the First 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 or the Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Notwithstanding the foregoing, the Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Issuers TCEH and each Subsidiary Guarantor shall deliver to the Trustee or the Collateral Agent the following: (i) a request from the Issuers Issuer that such Collateral be added; (ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Datedate of this Indenture, with such changes thereto as the Issuers Issuer shall consider appropriate, or in such other form as the Issuers Issuer shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and or the Collateral Agent; (iii) an Officers’ Officer’s Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (iv) such financing statements, if any, as the Issuers Issuer shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and or the Collateral Agent, in giving any consent or approval under the Security DocumentsDocuments or the First Lien Intercreditor Agreement, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or Indenture, the Security DocumentsDocuments and the First Lien Intercreditor Agreement, and the Trustee and or the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of CounselOfficer’s Certificate. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by The Trustee and the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing as applicable, are authorized to take receive any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely funds for the benefit of the Collateral Agent Holders distributed under, and its successors in accordance with, the Security Documents, and permitted assigns to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Security Documents and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoFirst Lien Intercreditor Agreement.

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, each of the Trustee or the Collateral Agent may(at the direction of the Trustee) may (but is not 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 (1a) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers and the Subsidiary Guarantors Subsidiaries hereunder and thereunder. Subject to the provisions of the Security Documents, 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 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 or the Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence (or, in the case of the Collateral Agent, gross negligence), bad faith or willful misconduct on the part of the Trustee or the Collateral Agent (it being understood that this sentence shall not imply that the Trustee or Collateral Agent has any duties, other than those explicitly set forth herein, with regards to the Collateral or Liens in any of the Collateral), for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwiseotherwise for protecting the Collateral against the acts of third parties or for preserving the value of the Collateral. (c) Where Subject to the provisions of the Security Documents, where any provision of this Indenture or the Security Documents requires that additional property or assets be added to the Collateral, the Issuers and each Subsidiary Guarantor shall deliver to the Trustee or and the Collateral Agent the following: (i1) a request from the Issuers that such Collateral be added; (ii2) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Datedate of this Indenture, with such changes thereto as the Issuers shall consider appropriate, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and or the Collateral Agent; (iii3) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s or the Trustee’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents Collateral Document being entered into; and (iv4) such financing statements, if any, as the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and or the Collateral Agent, in giving any consent or approval under the Security Documents, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or and the Security Documents, and the Trustee and or the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counsel. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents, the Intercreditor Agreement and the other provisions of this Indenture, each of the Trustee or the Collateral Agent may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, may take all actions it deems necessary or appropriate in order to (1i) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2ii) upon the occurrence and 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 Issuers Issuer and the Subsidiary Guarantors hereunder and thereunder. Subject to the provisions of the Security DocumentsDocuments and the Intercreditor Agreement, 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 and the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its 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 Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee or gross negligence, bad faith or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where any provision of this Indenture the Security Documents requires that additional property or assets be added to the Collateral, the Issuers Issuer shall, or shall cause the applicable Guarantors to, take any and each Subsidiary Guarantor shall deliver all actions reasonably required to cause such additional property or assets to be added to the Trustee Collateral and to create and maintain a valid and enforceable perfected first-priority security interest on a pari passu basis with the Liens securing any Pari Passu Lien Indebtedness in such property or assets (subject to Permitted Liens) in favor of the Collateral Agent for the following: (i) a request from the Issuers that such Collateral be added; (ii) the form of instrument adding such Collateral, which, based on the type and location benefit of the property subject theretoHolders, shall be in substantially the form of the applicable Security Documents entered into on the Issue Date, each case in accordance with such changes thereto as the Issuers shall consider appropriate, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively satisfactory and to the Trustee and the Collateral Agent; (iii) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of extent required under the Security Documents being entered into; and (iv) such financing statements, if any, as the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such CollateralDocuments. (d) The Trustee and or the Collateral Agent, in giving taking any consent or approval action under the Security Documents, shall be entitled to receive, if requested, as a condition to such consent or approvaltake any action, an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the such action or omission for which consent or approval is to be given does not adversely affect violate this Indenture, the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture Security Documents or the Security Documents, Intercreditor Agreement and the Trustee and or the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counselrelying thereon. (e) Notwithstanding anything else to In acting under the contrary hereinSecurity Documents and the Intercreditor Agreement, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Trustee and Collateral Agent shall be fully justified in failing or refusing have all the protections, rights, indemnities and immunities given to take any such action them under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) The Collateral Agent shall be the representative on behalf of the Holders of the Notes and shall act upon the written direction of the Trustee (acting on the written direction of Holders of at least a majority in aggregate principal amount of the Notes then outstanding) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement (if any) and to carry out certain other duties. (b) Subject to the provisions terms of the Security Documents, each of the Trustee or the Collateral Agent may, in its sole and absolute discretion and without the consent of the HoldersHolders of the Notes, on behalf of the HoldersHolders of the Notes, take and shall upon request of Holders of at least 25% in aggregate principal amount of the Notes then outstanding take, or direct the Collateral Agent to take, all actions it deems necessary or appropriate in order to (1i) enforce any of its rights or any of the rights of the Holders of the Notes under the Security Documents and (2ii) collect and receive any and all amounts payable in respect of from the Collateral in respect of the obligations of the Issuers Company and the Subsidiary Guarantors hereunder and thereunder. hereunder. (c) Subject to the provisions terms of the Security DocumentsDocuments and Section 7.02(d), the Trustee or the Collateral Agent shall have the power to to, or instruct the Collateral Agent 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 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 of the Notes in the Collateral (including power to to, or instruct the Collateral Agent to, institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to, or instruct the Collateral Agent to, effect any release of Liens or Collateral contemplated by Section 10.08 hereof or by the terms of the Security Documents. The Trustee or the Collateral Agent shall not be deemed to have knowledge of any acts that may be unlawful or in violation of the Security Documents or this Indenture unless and until it obtains written notification of such unlawful acts or violation describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (bd) The Neither the Trustee shall nor the Collateral Agent will not be responsible for the existence, genuineness adequacy or value of any effectiveness of the Collateral or for the validity, perfection, priority or enforceability in respect of the Liens in any obligations of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for Company and the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no responsibility for recording, filing, re-recording or re-filing any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it Subsidiary Guarantors under the Security Documents Documents, the Intercreditor Agreement (if any) or otherwisehereunder. (c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Issuers and each Subsidiary Guarantor shall deliver to the Trustee or the Collateral Agent the following: (i) a request from the Issuers that such Collateral be added; (ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Date, with such changes thereto as the Issuers shall consider appropriate, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and the Collateral Agent; (iii) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (iv) such financing statements, if any, as the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (de) The Trustee and the Collateral Agent, in giving Agent shall not incur any consent or approval under liability for entering into the Security Documents, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture Intercreditor Agreement (if any) or the Security Documents, and as the Trustee and the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counsel. (e) Notwithstanding anything else to the contrary hereincase may be, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with and as provided for in this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents, each the Intercreditor Agreement, the Agreed Security Principles and the other provisions of the Trustee or this Indenture, the Collateral Agent may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, may take all actions it deems necessary or appropriate in order to (1i) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2ii) upon the occurrence and 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 Issuers Company and the Subsidiary Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents, the Agreed Security Principles and the Intercreditor Agreement, 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, the Agreed Security Principles, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its 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 or the TrusteeTrustee or the Collateral Agent). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers Company or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where any provision of the Security Documents or this Indenture requires that additional property or assets be added to the Collateral and the relevant Security Documents do not provide for such property or assets to automatically become part of the Collateral, the Issuers Company shall, or shall cause the applicable Guarantor to, take any and each Subsidiary Guarantor shall deliver all actions reasonably required to cause such additional property or assets to be added to the Trustee Collateral and to create and maintain a valid and enforceable perfected first-priority security interest on a pari passu basis with the Liens securing any Pari Passu Secured Obligation in such property or assets (subject to Permitted Liens) in favor of the Collateral Agent for the following: (i) a request from the Issuers that such Collateral be added; (ii) the form of instrument adding such Collateral, which, based on the type and location benefit of the property subject theretoHolders, shall be in substantially the form of the applicable Security Documents entered into on the Issue Date, each case in accordance with such changes thereto as the Issuers shall consider appropriate, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively satisfactory and to the Trustee and the Collateral Agent; (iii) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of extent required under the Security Documents being entered into; and (iv) such financing statements, if any, as and subject to the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such CollateralAgreed Security Principles. (d) The Trustee and or the Collateral Agent, in giving taking any consent or approval action under the Security Documents, shall be entitled to receive, if requested, as a condition to such consent or approvaltake any action, an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the such action or omission for which consent or approval is to be given does not adversely affect violate this Indenture, the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture Security Documents or the Security DocumentsIntercreditor Agreement, and the Trustee and or the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counselrelying thereon. (e) Notwithstanding anything else to In acting under the contrary hereinSecurity Documents and the Intercreditor Agreement, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Trustee and Collateral Agent shall be fully justified in failing or refusing have all the protections, rights and immunities given to take any such action them under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security DocumentsDocuments and the Indenture, each of the Trustee or the Collateral Agent may, in its sole discretion and without may (but shall not have the consent of the Holders, on behalf of the Holders, obligation to) take all actions it deems necessary or appropriate in order to (1i) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2ii) upon the occurrence and 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 Issuers Company and the Subsidiary Guarantors hereunder under the Notes, the Guarantees, the Indenture and thereunderthe Security Documents. Subject to the provisions of the Security Documents, 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 or this the 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 or of the TrusteeTrustee or the Collateral Agent). (b) The Neither the Trustee nor the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity validity, perfection, priority or enforceability of the Liens in any Collateral, for the sufficiency of the Collateral or any agreement or assignment contained thereinCollateral, for the validity of the title of the Issuers Company, any Guarantor Security Grantor or any Non-Guarantor Security Grantor to any part of the Collateral, for insuring the Collateral or for the payment of taxes, charges, charges or assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Neither the Trustee nor the Collateral Agent shall have no any responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Issuers and each Subsidiary Guarantor shall deliver to the The Trustee or the Collateral Agent the following: (i) a request from the Issuers that such Collateral be added; (ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Date, with such changes thereto as the Issuers shall consider appropriate, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and the Collateral Agent; (iii) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (iv) such financing statements, if any, as the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and the Collateral Agent, in giving taking any consent or approval action under the Security Documents, Documents shall be entitled to receive, if requested, as a condition to such consent or approvaltake any action, an Officers’ Officer’s Certificate and an Opinion of Counsel (which may be subject to customary assumptions, limitations, qualifications and exceptions) to the effect that the such action or omission for which consent or approval is to be given does not adversely affect violate the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or the Security Documents, and the Trustee and or the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counselrelying thereon. (ed) Notwithstanding anything else to In acting under the contrary hereinSecurity Documents, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Trustee and Collateral Agent shall be fully justified in failing or refusing each have all the protections, rights, indemnities and immunities given to take any such action them under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents, each of the Trustee or the Collateral 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 (1i) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2ii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers Issuer and the Subsidiary Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents, 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 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 or the Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Issuers Issuer and each Subsidiary Guarantor shall deliver to the Trustee or the Collateral Agent the following: (i) a request from the Issuers Issuer that such Collateral be added; (ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Datedate of this Indenture, with such changes thereto as the Issuers Issuer shall consider appropriate, or in such other form as the Issuers Issuer shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and or the Collateral Agent; (iii) an Officers’ Certificate to the effect that the Collateral being added is in the form, consists of the assets and is in the amount or otherwise has the fair market value required by this Indenture; (iv) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, execution and delivery, validity and enforceability of the Security Documents Document being entered into; and (ivv) such financing statements, if any, as the Issuers Issuer shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and or the Collateral Agent, in giving any consent or approval under the Security Documents, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of violate this Indenture or and the Security Documents, and the Trustee and or the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of CounselCertificate. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents, each of the Trustee or the Collateral Agent maymay (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 (1) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers and the Subsidiary Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents, 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 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 or the Trustee). (b) The Except as otherwise expressly set forth in Section 3 of the Security Agreement, neither the Trustee nor the Collateral Agent shall not be responsible for for, nor do they make any representation regarding, the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Neither the Trustee nor the Collateral Agent shall have no any responsibility for recording, filing, re-recording or re-filing any financing statement, continuation statement, financing change statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where any provision of this Indenture requires that additional property or assets be added to the CollateralCollateral and a security interest with respect to such property or assets would not be created or perfected without preparation and execution of additional documentation, the Issuers and each Subsidiary Guarantor shall deliver to the Trustee or the Collateral Agent the following: (i1) a request from the Issuers that such Collateral be added; (ii2) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents previously entered into on the Issue Dateinto, with such changes thereto as the Issuers shall consider appropriate, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and the Collateral Agent; (iii) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (iv3) such financing statements, if any, as the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and the Collateral Agent, in giving any consent or approval under the Security Documents or in executing any Security Documents, shall be entitled to receive, as a condition to such consent or approvalapproval or to executing such document in the case of a request to execute a Security Document, a request of the Issuers and, in all cases, an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that all conditions precedent specified in this Indenture with respect to the action or omission for which consent or approval is to be given have been satisfied or that such action or omission for which consent or approval is not being given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of violate this Indenture or the Security DocumentsIndenture, and the Trustee and the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Officer’s Certificate and Opinion of Counsel. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting at the direction of the Holders and otherwise in accordance with this Indenture, ABL Intercreditor Agreements Agreement and other Security Documents), and such indemnity from the Holders as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security DocumentsIntercreditor Agreement and unless otherwise expressly provided herein or therein, each of the Trustee or the Collateral Agent 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 (1i) exercise or enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreement and (2ii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers TCEH and the 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 DocumentsIntercreditor Agreement, 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 Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its 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 Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Notwithstanding the foregoing, the Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Issuers TCEH and each Subsidiary Guarantor shall deliver to the Trustee or the Collateral Agent the following: (i) a request from the Issuers Issuer that such Collateral be added; (ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Datedate of this Indenture, with such changes thereto as the Issuers Issuer shall consider appropriate, or in such other form as the Issuers Issuer shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and or the Collateral Agent; (iii) an Officers’ Officer’s Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents being entered into; and (iv) such financing statements, if any, as the Issuers Issuer shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and or the Collateral Agent, in giving any consent or approval under the Security DocumentsDocuments or the Intercreditor Agreement, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or Indenture, the Security DocumentsDocuments and the Intercreditor Agreement, and the Trustee and or the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of CounselOfficer’s Certificate. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by The Trustee and the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing as applicable, are authorized to take receive any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely funds for the benefit of the Collateral Agent Holders distributed under, and its successors in accordance with, the Security Documents, and permitted assigns to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Security Documents and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoIntercreditor Agreement.

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, the Intercreditor Agreement and the Second Lien Intercreditor Agreement, each of the Trustee or the Collateral 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 (1a) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers and the Subsidiary Guarantors Subsidiaries hereunder and thereunder. Subject to the provisions of the Security Documents, the Intercreditor Agreement and the Second Lien Intercreditor Agreement, 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 Documents, the Intercreditor 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 or the Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where Subject to the provisions of the Security Documents, where any provision of this Indenture Indenture, the Intercreditor Agreement, the Second Lien Intercreditor Agreement or the Security Documents requires that additional property or assets be added to the Collateral, the Issuers and each Subsidiary Guarantor shall deliver to the Trustee or the Collateral Agent the following: (i1) a request from the Issuers that such Collateral be added; (ii2) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Datedate of this Indenture, with such changes thereto as the Issuers shall consider appropriate, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and or the Collateral Agent; (iii3) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s or the Trustee’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents Collateral Document being entered into; and (iv4) such financing statements, if any, as the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and or the Collateral Agent, in giving any consent or approval under the Security Documents, the Intercreditor Agreement or the Second Lien Intercreditor Agreement shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or Indenture, the Security Documents, the Intercreditor Agreement and the Second Lien Intercreditor Agreement, and the Trustee and or the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counsel. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents. (a) Subject to the provisions of the Security Documents, the Intercreditor Agreement and the Second Lien Intercreditor Agreement, each of the Trustee or the Collateral 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 (1a) enforce any of its rights or any of the rights of the Holders under the Security Documents and (2b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuers and the Subsidiary Guarantors Subsidiaries hereunder and thereunder. Subject to the provisions of the Security Documents, the Intercreditor Agreement and the Second Lien Intercreditor Agreement, 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 Documents, the Intercreditor 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 or the Trustee). (b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or re-filing refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. (c) Where Subject to the provisions of the Security Documents, the Intercreditor Agreement or the Second Lien Intercreditor Agreement, where any provision of this Indenture or the Security Documents requires that additional property or assets be added to the Collateral, the Issuers and each Subsidiary Guarantor shall deliver to the Trustee or the Collateral Agent the following: (i1) a request from the Issuers that such Collateral be added; (ii2) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the Issue Datedate of this Indenture, with such changes thereto as the Issuers shall consider appropriate, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee and or the Collateral Agent; (iii3) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel shall also opine as to the creation and perfection of the Collateral Agent’s or the Trustee’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Security Documents Collateral Document being entered into; and (iv4) such financing statements, if any, as the Issuers shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral. (d) The Trustee and or the Collateral Agent, in giving any consent or approval under the Security Documents, the Intercreditor Agreement or the Second Lien Intercreditor Agreement, shall be entitled to receive, as a condition to such consent or approval, an Officers’ Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not adversely affect the interests of the Holders or impair the security of the Holders in contravention of the provisions of this Indenture or Indenture, the Security Documents, the Intercreditor Agreement and the Second Lien Intercreditor Agreement, and the Trustee and or the Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officers’ Certificate and Opinion of Counsel. (e) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (acting in accordance with this Indenture, Intercreditor Agreements and other Security Documents), as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.