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

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Trustee shall be the representative on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to (x) enforce any of its rights or any of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, and (y) receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, may deem expedient to preserve or protect its interest and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01, Section 7.02 and the Mortgages, the Trustee shall be may, in its sole discretion and without the representative consent of the Holders, direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor AgreementHolders, the Collateral Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to to: (x1) foreclose upon or otherwise enforce any Collateral; (2) enforce any of its rights or any the terms of the rights Mortgages to which the Collateral Trustee is a party; or (3) collect and receive payment of the Holders of the Notes under the Security Documents, as directed by the Holders, and (y) receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunderObligations. (cb) Subject to the terms of Intercreditor Agreement and at the Security Documents Company’s sole cost and the Intercreditor Agreementexpense, the Trustee shall have the power (without any obligation) to institute and maintain, or direct the Collateral Trustee to maintain institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the Mortgages to which the Collateral Trustee or Trustee is a party or to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Mortgages or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient reasonably expedient, at the Company’s sole cost and expense, to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Collateral 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee shall be may, in its sole discretion and without the representative on behalf consent of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all votingNotes, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreementdirect, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (2) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents and the Intercreditor Agreement, the . The Trustee shall will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of 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 gross negligence in the case of the Collateral Agent) 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 Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Notwithstanding the foregoing, neither the Trustee nor the Collateral Agent shall have responsibility for recording, filing, re-recording or 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 relating to the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect otherwise. (c) Where any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms provision of the Security Documents relating to the Notes requires that additional property or assets be provided as Collateral, the Intercreditor Agreement. The Trustee Company shall, or shall not cause the applicable Guarantors to, take any and all actions reasonably required to cause such additional property or assets to be deemed provided as Collateral and to have knowledge of any acts that may be unlawful create and perfect a valid and enforceable first-priority security interest in such property or assets (subject to Permitted Liens and other exceptions in violation of the Security Documents or this Indenture unless and until a Responsible Officer relating to the Notes) in favor of the Trustee receives written noticeCollateral Agent for the benefit of itself, or the Trustee otherwise obtains actual knowledge, and the Holders of such unlawful acts or violation through written notification describing the circumstances of such, Notes in accordance with and identifying to the circumstances constituting such unlawful acts or violationextent required under the Security Documents relating to the Notes. (d) Notwithstanding the provisions of this Section 10.04, the Trustee mayThe Trustee, in its sole and absolute discretion and without giving any consent or approval under this Indenture or the consent of the Holders of Security Documents relating to the Notes, relinquish its responsibilities shall (unless it otherwise agrees) receive, as a condition to such consent or approval, an Officer’s Certificate or an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) or both to the representative on behalf of effect that the Holders of the Notes under action or omission for which consent or approval is to be given does not violate this Indenture or the Security DocumentsDocuments relating to the Notes, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by fully protected in giving such consent or approval on the Holders and shall be entitled to refrain from acting in the absence basis of any, such Officer’s Certificate or any clear, instructionOpinion of Counsel. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of the Security Documents, the Trustee shall may direct, on behalf of Holders of the Notes, the Authorized Representative to take action permitted to be taken by it under the representative Security Documents. Upon the occurrence and during the continuation of an Event of Default and subject to the provisions of the Security Agreement, and subject to the provisions of Section 7.01 and Section 7.02, the Trustee may, without the consent of the Holders, direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor AgreementHolders, the Trustee may on behalf of Authorized Representative to direct the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (xa) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (b) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors Issuers hereunder. (c) . Subject to the terms provisions of the Security Documents Agreement and the Intercreditor Agreementother Security Documents, the Trustee shall and the Collateral Agent will have the power to institute and to maintain such suits and proceedings proceedings, at the expense of the Issuers, as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate Trustee or necessary, the Collateral Agent may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of Collateral Agent). Nothing in this Section 10.04, 10.05 shall be considered to impose any such duty or obligation to act on the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer part of the Trustee has received notice to or the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may beCollateral Agent. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Security Trustee shall be the representative on behalf of the Secured Parties (including the Holders of the Notes Notes) and shall act upon the written direction of the Secured Parties (including the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfactionacting through the Trustee)) with regard to all voting, consent and other rights granted to the Secured Parties under the Security Documents, provided that the Trustee and the Security Trustee will be under no obligation to act upon the written direction of the Holders of the Notes under should the Company fail to mortgage, charge or pledge, or fail to cause each initial Subsidiary Guarantor to mortgage, charge or pledge the Collateral in accordance with the terms of Section 10.01(a), unless such Holders have offered to the Trustee and Security Documents Trustee security or indemnity satisfactory to it against the costs, expenses and the Intercreditor Agreementliabilities that might be incurred by it in compliance with such direction. (b) Subject to the terms of the Security Documents and the Intercreditor AgreementDocuments, the Security Trustee may (but shall not be obligated to), in its sole discretion and without the consent of the Holders of the Notes, on behalf of the Holders of the Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to (x) enforce any of its rights or any of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, Documents and (y) receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents Documents, each of the Trustee and the Intercreditor Agreement, the Security Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, it may deem expedient to preserve or protect its interest and the interests of the Secured Parties (including Holders of the Notes Notes) in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Secured Parties (including Holders of the Notes Notes) or the Trustee or the Security Trustee, as the case may be). The Security Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violationDocuments. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01 and 7.02 hereof and the provisions of the Security Documents, the Trustee shall be or the representative Collateral Agent may, in its sole discretion and without the consent of the Holders (but, without any obligation to do so), on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (2) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Notes Obligations of the Company and the Subsidiary Issuers or Guarantors hereunder. (cb) Subject to the terms of the Security Documents The Trustee and the Intercreditor Agreement, the Trustee shall Collateral Agent will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate Trustee or necessary, the Collateral Agent may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Trustee). (c) Where any provision of this Indenture, the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of Security Documents relating to the Notes requires that additional property or assets be provided as Collateral, the Issuers shall, or shall cause the applicable Guarantors to, take any and all actions reasonably required to effect any release of cause such additional property or assets to be provided as Collateral and to create and perfect a valid and enforceable first-priority security interest in such property or assets (subject to Permitted Liens or Collateral contemplated by Section 10.06 hereof or by the terms of and other exceptions in the Security Documents or relating to the Intercreditor Agreement. The Trustee shall not be deemed to have knowledge of any acts that may be unlawful or Notes) in violation favor of the Security Documents or this Indenture unless and until a Responsible Officer Collateral Agent for the benefit of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04itself, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if in accordance with and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions extent required under this Indenture, the Intercreditor Agreement Notes and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make relating to the Trustee a trustee or fiduciary for any other party or any other personNotes and subject to the Intercreditor Agreement.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Trustee shall be the representative on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms provisions of the Security Documents and the Intercreditor Agreement, the Trustee may direct, on behalf of Holders of the Notes, the Notes Authorized Representative to take action permitted to be taken by it under the Security Agreement Upon the occurrence and during the continuation of an Event of Default and subject to the provisions of the Security Agreement, and subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of NotesHolders, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject Notes Authorized Representative to its right to be indemnified and/or secured to its satisfaction by such Holdersdirect the Collateral Agent to, take all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (2) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors Issuer hereunder. (c) . Subject to the terms provisions of the Security Documents Agreement and the Intercreditor Agreementother Security Documents, the Trustee shall will have the power to institute and to maintain such suits and proceedings proceedings, at the expense of the Issuer, as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder Nothing in this Section 12.06 shall be considered to impose any such duty or obligation to act on the part of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violationTrustee. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Trustee shall be the representative on behalf Upon reasonable request of the Holders Trustee, but without any affirmative duty on the Trustee to do so, the Issuer and the Guarantors will execute and deliver such further instruments and do such further acts as may be reasonably necessary to carry out more effectively the purposes of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted this Indenture. Subject to the Holders provisions of the Notes under the Security Documents Section 7.01 and the Intercreditor Agreement. (b) Subject to 7.02 hereof and the terms of the Security Documents and the Intercreditor Agreement, the Trustee may may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, the Security Agent to take all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of Security Documents or the Holders of the Notes under the Security Documents, as directed by the Holders, Intercreditor Agreement; and (2) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors Issuer or any Guarantor hereunder. (c) . Subject to the terms of provisions hereof, the Security Documents Documents, the Intercreditor Agreement and the any Additional Intercreditor Agreement, the Trustee shall and/or the Security Agent will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may beAgent). (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of the Security Documents, the Trustee shall may direct, on behalf of Holders of the Notes, the Authorized Representative to take action permitted to be taken by it under the representative Security Documents. Upon the occurrence and during the continuation of an Event of Default and subject to the provisions of the Security Agreement, and subject to the provisions of Section 7.01 and Section 7.02, the Trustee may, without the consent of the Holders, direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor AgreementHolders, the Trustee may on behalf of Authorized Representative to direct the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (xa) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (b) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors hereunder. (c) . Subject to the terms provisions of the Security Documents Agreement and the Intercreditor Agreementother Security Documents, the Trustee shall and the Collateral Agent will have the power to institute and to maintain such suits and proceedings proceedings, at the expense of the Company, as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate Trustee or necessary, the Collateral Agent may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of Collateral Agent). Nothing in this Section 10.04, 10.05 shall be considered to impose any such duty or obligation to act on the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer part of the Trustee has received notice to or the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may beCollateral Agent. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of the Security Documents, the Trustee shall may direct, on behalf of Holders of the Notes, the Notes Authorized Representative to take action permitted to be taken by it under the representative Security Documents. Upon the occurrence and during the continuation of an Event of Default and subject to the provisions of the Security Agreement and the other Security Documents, and subject to the provisions of ‎‎Section 7.01 and ‎‎Section 7.02, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of Holders, the Notes and shall act upon Authorized Representative to direct the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (xa) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (b) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors Issuers hereunder. (c) . Subject to the terms provisions of the Security Documents Agreement and the Intercreditor Agreementother Security Documents, the Trustee shall and the Collateral Agent will have the power to institute and to maintain such suits and proceedings proceedings, at the expense of the Issuers, as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate Trustee or necessary, the Collateral Agent may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of Collateral Agent). Nothing in this ‎‎Section 10.05 shall be considered to impose any such unlawful acts duty or violation through written notification describing obligation to act on the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer part of the Trustee has received notice to or the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may beCollateral Agent. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. ​ ​ Subject to the provisions of Section 7.01 and Section 7.02 hereof and the terms of the Intercreditor Agreement, the ABL Intercreditor Agreement and the Security Documents, the Trustee may, in its sole discretion and without the consent of the Holders: (aA) The Trustee shall be the representative direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all votingHolders, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement.Agent to take all actions it deems necessary or appropriate in order to: (b1) Subject to enforce any of the terms of the Security Documents and or the Intercreditor Agreement, the Trustee may on behalf ; and (2) collect and receive any and all amounts payable in respect of the Holders obligations of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, an Issuer or any Guarantor hereunder; and (B) take all actions it deems necessary or appropriate in order to (x) enforce any of its rights or any of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors Issuers hereunder. (c) . Subject to the terms of provisions hereof, the Security Documents Documents, the Intercreditor Agreement and the ABL Intercreditor Agreement, the Trustee shall will have the power to institute and maintain, or direct the Security Agent to maintain institute and maintain, such suits and proceedings as it may deem expedient to prevent any impairment of the Liens over the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement, the ABL Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder such Liens or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 5.1 and 5.2 hereof and of the Security Documents, the Trustee shall be shall, in its sole discretion and without the representative consent of the Holders of Securities, direct, on behalf of the Holders of Securities, and, if applicable, shall direct the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it the Trustee deems necessary or appropriate in order to (xa) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, Documents and (yb) collect, receive and distribute any and all amounts payable from the Collateral in respect of the obligations of the Company Issuer hereunder. The Trustee and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents and the Intercreditor AgreementCollateral Agent, the Trustee if applicable, shall have the power to institute and to maintain such suits and proceedings as it the Trustee may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the TrusteeTrustee or the Collateral Agent, in consultation with its counsel where appropriate or necessaryif applicable, may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes Securities 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 of the Notes Securities or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security DocumentsCollateral Agent, if and when the Company incurs any Permitted Pari Passu Secured Indebtednessapplicable). (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01 and 7.02 hereof, if an Event of Default occurs and is continuing, the Trustee shall be may, in its sole discretion and without the representative on behalf consent of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all votingNotes, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreementdirect, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (xi) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (ii) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company Issuers and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents and the Intercreditor Agreement, the . The Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem reasonably expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of the Notes or of the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (eb) The Trustee will or the Collateral Agent shall not be responsible for the adequacy existence, genuineness or value of any of the Collateral in respect or for the validity, perfection, priority or enforceability of the obligations Liens in any of the Company and Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the Subsidiary Guarantors hereunder. extent such action or omission constitutes negligence (for gross negligence in the case of the Collateral Agent) The Trustee may assume that, unless a Responsible Officer or willful misconduct on the part of the Trustee has received notice 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 and Guarantors to the contraryCollateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Notwithstanding the foregoing, neither the Trustee nor the Collateral Agent shall have responsibility for recording, filing, re-recording or refiling any rightfinancing statement, powercontinuation statement, authority document, instrument or discretion vested other notice in any party under the terms of this Indenture has not been exercised, and if it receives public office at any instructions time or directions from an Agent times or other person to otherwise take any action in relation to perfect or maintain the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and perfection of any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given security interest granted to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in under the Security Documents shall make relating to the Trustee a trustee Notes or fiduciary for any other party or any other person.otherwise

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01 and 7.02 hereof and the provisions of the Security Documents, the Trustee shall be may, in its sole discretion and without the representative consent of the Holders (but, without any obligation to do so), on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (2) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Notes Obligations of the Company and the Subsidiary Issuer or Guarantors hereunderunder this Indenture. (cb) Subject to the terms of the Security Documents and the Intercreditor Agreement, the The Trustee shall will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder under this Indenture or be prejudicial to the interests of the Holders or of the Trustee). (c) Where any provision of this Indenture, the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of Security Documents relating to the Notes requires that additional property or assets be provided as Collateral, the Issuer shall, or shall cause the applicable Guarantors to, take any and all actions reasonably required to effect any release of cause such additional property or assets to be provided as Collateral and to create and perfect a valid and enforceable first-priority security interest in such property or assets (subject to Permitted Liens or Collateral contemplated by Section 10.06 hereof or by the terms of and other exceptions in the Security Documents or relating to the Intercreditor Agreement. The Trustee shall not be deemed to have knowledge of any acts that may be unlawful or Notes) in violation favor of the Security Documents or this Indenture unless and until a Responsible Officer Collateral Agent for the benefit of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04itself, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if in accordance with and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions extent required under this Indenture, the Intercreditor Agreement Notes and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make relating to the Trustee a trustee or fiduciary for any other party or any other personNotes and subject to the Intercreditor Agreement.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01 and 7.02 hereof and the provisions of the Security Documents, the Trustee shall be may, in its sole discretion and without the representative consent of the Holders (but, without any obligation to do so), on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (2) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Notes Obligations of the Company and the Subsidiary Issuer or Guarantors hereunder. (cb) Subject to the terms of the Security Documents and the Intercreditor Agreement, the The Trustee shall will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder . (c) Where any provision of this Indenture, the Notes to effect Notes, any release of Liens Additional Pari Passu Agreement or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents relating to the Notes requires that additional property or assets be provided as Collateral, the Issuer shall, or shall cause the applicable Guarantors to, take any and all actions reasonably required to cause such additional property or assets to be provided as Collateral and to create and perfect a valid and enforceable first-priority security interest in such property or assets (subject to Permitted Liens and other exceptions in the Security Documents relating to the Notes) in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders, and the other Pari Passu Secured Parties (as defined in the Intercreditor Agreement. The Trustee 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 accordance with and until a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions extent required under this Indenture, the Intercreditor Agreement Notes and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make relating to the Trustee a trustee or fiduciary for any other party or any other personNotes and subject to the Intercreditor Agreement.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01 and Section 7.02 hereof and the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, the Trustee shall be may, in its sole discretion and without the representative consent of the Holders, direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all votingHolders, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersAgent to, take all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, Intercreditor Agreement and any Additional Intercreditor Agreement; and (y2) collect and receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors Issuers or any Guarantor hereunder. (c) . Subject to the terms of provisions hereof, the Security Documents Documents, the Intercreditor Agreement and the any Additional Intercreditor Agreement, the Trustee shall will have the power to institute and maintain, or direct the Security Agent to maintain institute and maintain, such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement, any Additional Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of the Security Documents, the Trustee may (but shall be have no obligation to), during the representative continuance of an Event of Default, in its sole discretion and without the consent of the Holders of the 2018 Securities and the 2018 Interest Securities, direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents 2018 Securities and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement2018 Interest Securities, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (xi) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, and Pledge Agreement; and (yii) collect and receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (cb) Subject to the terms of the Security Documents and the Intercreditor Agreement, the The Trustee shall have power (but shall have no obligation), during the power continuance of an Event of Default, to direct, on behalf of the Holders of the 2018 Securities and the 2018 Interest Securities, 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, the Intercreditor and Pledge Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes 2018 Securities and the 2018 Interest Securities 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 of 2018 the Securities and the 2018 Interest Securities or of the Trustee). (c) The Trustee shall, during the continuance of an Event of Default, at the direction of the Holders holding at least a majority of the then Outstanding 2018 Securities and 2018 Interest Securities, taken together, direct, on behalf of the Holders of the 2018 Securities and the 2018 Interest Securities, the Collateral Agent to institute and maintain such suits and proceedings as are expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security and Pledge Agreement or this Indenture, and such suits and proceedings as are expedient to preserve or protect the Trustee’s interests and the interests of the Holders of the 2018 Securities and the 2018 Interest Securities 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 of the Notes 2018 Securities and the 2018 Interest Securities or of the Trustee). The Trustee is hereby irrevocably authorized by each Holder ) and, during the continuance of the Notes an Event of Default, take all actions such Holders deem necessary or appropriate in order to effect enforce any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee shall not be deemed to have knowledge of and Pledge Agreement and collect and receive any acts that may be unlawful or in violation of the Security Documents or this Indenture unless and until a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral all amounts payable in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (fd) The Trustee may assume that, unless a Responsible Officer agrees for itself and on behalf of the Trustee has received notice Holders of the 2018 Securities and the 2018 Interest Securities, and by holding the 2018 Securities and/or the 2018 Interest Securities each such Holder shall be deemed to agree to consent to and direct the contrary, any right, power, authority or discretion vested in any party Collateral Agent to perform its obligations under the terms Security and Pledge Agreement and the other Security Documents in respect of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, 2018 Securities and the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be2018 Interest Securities. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Trustee shall be may, in its sole discretion and without the representative on behalf consent of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (Holders, but subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersArticle VII [AND THE TERMS OF THE INTERCREDITOR AGREEMENTS], take all actions it deems necessary or appropriate in order to (x) enforce any of its rights or any of the rights of the Holders of the Notes under effect the Security Documents. Such actions shall include, as directed by the Holdersbut not be limited to, and (y) receive enforcing or effecting any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject to the terms term or provision of the Security Documents and [OR ADVISING, INSTRUCTING OR OTHERWISE DIRECTING THE COLLATERAL AGENT UNDER THE INTERCREDITOR AGREEMENTS WITH RESPECT TO THE ENFORCEMENT OF ANY TERM OR PROVISION OF THE SECURITY DOCUMENTS]. Subject to the Intercreditor Agreementprovisions of the Security Documents [(AND THE INTERCREDITOR AGREEMENTS)], the Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that which may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The In addition, the Trustee is hereby irrevocably authorized by each Holder of the Notes to effect may act upon any release of Liens Subordination Request or Collateral contemplated by Section 10.06 hereof or Release Request by the terms Company (or with respect to any Security Documents, the grantor of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (dInterest thereunder) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured IndebtednessCompany. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of the Security Documents, the Trustee shall may direct, on behalf of Holders of the Notes, the Notes Authorized Representative to take action permitted to be taken by it under the representative Security Documents. Upon the occurrence and during the continuation of an Event of Default and subject to the provisions of the Pledge Agreement and the other Security Documents, and subject to the provisions of Section 7.01 and 7.02, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of Holders, the Notes and shall act upon Authorized Representative to direct the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (xa) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (b) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors hereunder. (c) . Subject to the terms provisions of the Security Documents Pledge Agreement and the Intercreditor Agreementother Security Documents, the Trustee shall and the Collateral Agent will have the power to institute and to maintain such suits and proceedings proceedings, at the expense of the Company, as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate Trustee or necessary, the Collateral Agent may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of Collateral Agent). Nothing in this Section 10.04, 10.04 shall be considered to impose any such duty or obligation to act on the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer part of the Trustee has received notice to or the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may beCollateral Agent. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Trustee shall be the representative on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms provisions of Article Eight and the Security Documents and the Intercreditor AgreementDocuments, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to (x) enforce any of its rights or any of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject hereunder and secured by the Security Documents. Such actions shall include, but not be limited to, instructing or otherwise directing the Collateral Agent in accordance with and to the terms of extent provided in the Security Documents and the Intercreditor Agreement, Agreement in connection with enforcing or effecting any term or provision of the Security Documents. The Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, this Indenture or the Intercreditor Agreement or this IndentureAgreement, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Collateral Agent and the Holders of the Notes in the Collateral and in the rights, products and proceeds thereof (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or under any Security Document, or be prejudicial to the interests of the Holders or of the Notes Trustee or the TrusteeCollateral Agent). The Trustee is hereby irrevocably authorized by each Holder of , but, other than in connection with a direction given under Section 7.05, the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee shall not be deemed have any obligation to have knowledge of exercise any acts that may be unlawful such power or in violation of the Security Documents or this Indenture unless and until a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violationright. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Trustee shall be the representative on behalf Upon reasonable request of the Holders Trustee, the Company and Guarantors shall execute and deliver such further instruments and do such further acts as may be reasonably necessary to carry out more effectively the purposes of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) this Indenture. Subject to Sections 7.1 and 7.2 and the terms of the Security Documents and the Intercreditor Agreement, the Trustee may may, but shall not be obliged, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to to: (xa) enforce any of its rights or any the terms of the rights of Security Documents or the Holders of the Notes under the Security Documents, as directed by the Holders, Intercreditor Agreement; and (b) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors or any Guarantor hereunder. (c) . Subject to the terms of provisions hereof, the Security Documents and or the Intercreditor Agreement, the Trustee and/or the Notes Collateral Agent shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder under the Security Documents 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of and/or the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured IndebtednessCollateral Agent). (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Sections 7.01 and 7.02 hereof, the Trustee shall be may, in its sole discretion and without the representative consent of the Holders, take, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to to: (xa) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (b) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents and the Intercreditor Agreement, the . The Trustee shall will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise it obtains actual knowledge, knowledge of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, . Neither the Trustee maynor the Collateral Agent nor any of their officers, in its sole and absolute discretion and without directors, employees, attorneys or agents will be responsible or liable for the consent existence, genuineness, value or protection of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of any Collateral securing the Notes under and the Guarantees, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, if and when for the Company incurs creation, perfection, priority, sufficiency or protection of any Permitted Pari Passu Secured Indebtedness. (e) of the Liens, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens on the Collateral or Security Documents or any delay in doing so. The Trustee and the Collateral Agent will not be under no obligation to exercise any rights or powers conferred under the Indenture or any of the Security Documents for the benefit of the Holders unless such Holders have offered to the Trustee and the Collateral Agent indemnity or security satisfactory to it against any loss, liability or expense. In the exercise of its duties, neither the Trustee nor the Collateral Agent shall be responsible for the adequacy verification of the Collateral in respect accuracy or completeness of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given certification submitted to it by the Holders Company or any Guarantor and shall be each is entitled to refrain from acting rely exclusively on the certifications contained therein. Furthermore, each Holder, by accepting the Notes will agree, for the benefit of the Trustee and the Collateral Agent, that it is solely responsible for its own independent appraisal of and investigation into all risks arising under or in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in connection with the Security Documents shall make and has not relied on and will not at any time rely on the Trustee a trustee or fiduciary for any other party or any other personthe Collateral Agent in respect of such risks.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of the Security Documents, the Trustee shall be the representative may direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all votingNotes, consent and other rights granted to the Holders of the Notes Authorized Representative to take action permitted to be taken by it under the Security Documents and the Intercreditor AgreementDocuments. (b) Subject Upon the occurrence and during the continuation of an Event of Default and subject to the terms provisions of the Security Documents Agreement, and subject to the Intercreditor Agreementprovisions of Section 7.01 and Section 7.02, the Trustee may may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of NotesHolders, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject Notes Authorized Representative to its right to be indemnified and/or secured to its satisfaction by such Holdersdirect the Notes Collateral Agent to, take all actions it deems necessary or appropriate in order to to: (xi) enforce any of its rights or any the terms of the rights of Security Documents or the Holders of the Notes under the Security Documents, as directed by the Holders, Pari Passu Intercreditor Agreement; and (ii) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors Issuers hereunder. (c) Subject to the terms provisions of the Security Agreement and the other Security Documents and the Pari Passu Intercreditor Agreement, the Trustee shall and the Notes Collateral Agent will have the power to institute and to maintain such suits and proceedings proceedings, at the expense of the Issuers, as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Pari Passu Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate Trustee or necessary, the Notes Collateral Agent may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of Notes Collateral Agent). Nothing in this Section 10.04, 10.05 shall be considered to impose any such duty or obligation to act on the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer part of the Trustee has received notice to or the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may beNotes Collateral Agent. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. ​ Subject to the provisions of Section 7.01 and Section 7.02 hereof and the terms of the Intercreditor Agreement, the ABL Intercreditor Agreement and the Security Documents, the Trustee may, in its sole discretion and without the consent of the Holders: ​ ​ (aA) The Trustee shall be the representative direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all votingHolders, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement.Agent to take all actions it deems necessary or appropriate in order to: (b1) Subject to enforce any of the terms of the Security Documents and or the Intercreditor Agreement, the Trustee may on behalf ; and (2) collect and receive any and all amounts payable in respect of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal obligations of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, Issuer or any Guarantor hereunder; and (B) take all actions it deems necessary or appropriate in order to (x) enforce any of its rights or any of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors Issuer hereunder. (c) . ​ Subject to the terms of provisions hereof, the Security Documents Documents, the Intercreditor Agreement and the ABL Intercreditor Agreement, the Trustee shall will have the power to institute and maintain, or direct the Security Agent to maintain institute and maintain, such suits and proceedings as it may deem expedient to prevent any impairment of the Liens over the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement, the ABL Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder such Liens or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.​

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of the Security Documents, (a) The the Trustee shall be may, in its sole discretion and without the representative on behalf consent of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to (xi) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, Documents and (yii) collect and receive any and all amounts payable from the Collateral in respect of the obligations of the Company Makers hereunder or thereunder and the Subsidiary Guarantors hereunder. (cb) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes 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 thereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably expressly authorized by each Holder to execute, deliver and perform its obligations under the Security Documents. Except during the continuance of an Event of Default, the Notes Trustee shall not be required to effect take any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of action under the Security Documents that involves the exercise by it of discretion. The Trustee may, however, take any such action upon the basis of, at the election of the Trustee, either an Officers' Certificate or an Opinion of Counsel, or both, of the Intercreditor AgreementCompany stating the nature of the proposed action and that any such action is appropriate, necessary or advisable under the circumstances, complies with the Indenture and the Security Documents and does not adversely affect the interests of the Holders; provided that the foregoing shall not limit the ability of the Trustee to take action at its discretion in the absence of such an Officers' Certificate or Opinion of Counsel. Except during the continuance of an Event of Default, the Trustee may refrain from taking any such action pending receipt of such Officers' Certificate and/or Opinion of Counsel, if so requested by it, and shall incur no liability to any person for failure to take any such action pending receipt thereof. The Trustee shall not be deemed to have knowledge fully protected in acting on the basis of any acts that may be unlawful or in violation such Officers' Certificate and/or Opinion of the Security Documents or this Indenture unless Counsel and until a Responsible Officer shall incur no liability to any person arising out of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to taken on the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may bebasis thereof. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 7.01 and Section 7.02 hereof and the terms of the Intercreditor Agreement, the ABL Intercreditor Agreement and the Security Documents, the Trustee may, in its sole discretion and without the consent of the Holders: (aA) The Trustee shall be the representative direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all votingHolders, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement.Agent to take all actions it deems necessary or appropriate in order to: (b1) Subject to enforce any of the terms of the Security Documents and or the Intercreditor Agreement, the Trustee may on behalf ; and (2) collect and receive any and all amounts payable in respect of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal obligations of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, Issuer or any Guarantor hereunder; and (B) take all actions it deems necessary or appropriate in order to (x) enforce any of its rights or any of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors Issuer hereunder. (c) . Subject to the terms of provisions hereof, the Security Documents Documents, the Intercreditor Agreement and the ABL Intercreditor Agreement, the Trustee shall will have the power to institute and maintain, or direct the Security Agent to maintain institute and maintain, such suits and proceedings as it may deem expedient to prevent any impairment of the Liens over the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement, the ABL Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder such Liens or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of the Intercreditor Agreement and the Second-Priority Security Documents hereof, the Trustee may, in its sole discretion and without the consent of the Holders (a) The Trustee shall be and shall, at the representative direction of Holders holding the requisite principal amount of Notes), direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor AgreementHolders, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject Collateral Agent to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to (xa) enforce any of its rights or any the terms of the rights of Intercreditor Agreement and the Holders of the Notes under the Second-Priority Security Documents, as directed by the Holders, Documents and (yb) collect and receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors AirGate hereunder. (c) Subject to the terms of the Security Documents and the Intercreditor Agreement, the . The Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement and the Second-Priority Security Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes 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 of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee shall be may, in its sole discretion and without the representative consent of the Holders, take, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority Holders, all actions it deems reasonably necessary or appropriate in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement.order to: (ba) Subject to enforce any of the terms of the Security Documents Documents; and (b) collect and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to (x) enforce any of its rights or any of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents and the Intercreditor Agreement, the . The Trustee shall will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise it obtains actual knowledge, knowledge of such unlawful acts or violation through the receipt of written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, . Neither the Trustee maynor the Collateral Agent nor any of their officers, in its sole and absolute discretion and without directors, employees, attorneys or agents will be responsible or liable for the consent existence, genuineness, value or protection of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of any Collateral securing the Notes under and the Guarantees, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, if and when for the Company incurs creation, perfection, priority, sufficiency or protection of any Permitted Pari Passu Secured Indebtedness. (e) of the Liens, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens on the Collateral or Security Documents or any delay in doing so. The Trustee and the Collateral Agent will not be under no obligation to exercise any rights or powers conferred under the Indenture or any of the Security Documents for the benefit of the Holders unless such Holders have offered to the Trustee and the Collateral Agent indemnity or security satisfactory to it against any loss, liability or expense. In the exercise of its duties, neither the Trustee nor the Collateral Agent shall be responsible for the adequacy verification of the Collateral in respect accuracy or completeness of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given certification submitted to it by the Holders Issuer or any Guarantor and shall be each is entitled to refrain from acting rely exclusively on the certifications contained therein. Furthermore, each Holder, by accepting the Notes will agree, for the benefit of the Trustee and the Collateral Agent, that it is solely responsible for its own independent appraisal of and investigation into all risks arising under or in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in connection with the Security Documents shall make and has not relied on and will not at any time rely on the Trustee a trustee or fiduciary for any other party or any other personthe Collateral Agent in respect of such risks.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Trustee shall be the representative on behalf of the Holders of the Notes may collect and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to (x) enforce any of its rights or any of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents and the Intercreditor Agreement, the . The Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or under any Collateral Document, or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Subject to the provisions of Article VI, the Trustee is hereby irrevocably authorized by each Holder and the Collateral Agent shall have power to, in its sole discretion and without the consent of the Notes Holders, on behalf of the Holders, take all actions it deems necessary or appropriate in order to effect (a) enforce any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Intercreditor Agreement. The Trustee shall not be deemed to have knowledge of Collateral by any acts that which may be unlawful or in violation of the Security Documents or this Indenture unless and until a Responsible Officer or any of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when such suits and proceedings as the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of or the Collateral in respect of the obligations of the Company Agent may deem expedient to preserve or protect its interests and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer interests of the Trustee has received notice and the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the contrary, enforcement of or compliance with any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent legislative or other person to take governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of, or compliance with, such enactment, rule or order would impair the security hereunder or under any action in relation to of the Security Documents, that all applicable conditions under this Indenture, or be prejudicial to the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms interests of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in or the absence of any, or any clear, instructionTrustee). (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Trustee shall be the representative on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms provisions of the Security Documents and the Intercreditor Agreement, (a) the Trustee may on behalf may, in its sole discretion and without the consent of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to (xi) enforce any of its rights or any the terms of the rights of Security Documents or the Holders of the Notes under the Security Documents, as directed by the Holders, Intercreditor Agreement and (yii) collect and receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. or the Revolver Agent hereunder or thereunder and (cb) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Agreement, the Guarantees, or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes 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 thereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably expressly authorized by each Holder to execute, deliver and perform its obligations under the Security Documents and the Intercreditor Agreement. Except during the continuance of an Event of Default, the Notes Trustee shall not be required to effect take any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of action under the Security Documents or the Intercreditor AgreementAgreement that involves the exercise by it of discretion. The Trustee shall not be deemed to have knowledge of may, however, take any acts that may be unlawful or in violation such action upon the basis of, at the election of the Security Documents Trustee, either an Officers' Certificate or this Indenture unless and until a Responsible Officer an Opinion of the Trustee receives written noticeCounsel, or the Trustee otherwise obtains actual knowledgeboth, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and stating the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer nature of the Trustee has received notice to the contraryproposed action and that any such action (i) is appropriate, any right, power, authority necessary or discretion vested in any party advisable under the terms of this Indenture has not been exercisedcircumstances, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under (ii) complies with this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as and (iii) does not adversely affect the case interests of the Holders; provided that the foregoing shall not limit the ability of the Trustee to take action at its discretion in the absence of such an Officers' Certificate or Opinion of Counsel. Except during the continuance of an Event of Default, the Trustee may be. (g) refrain from taking any such action pending receipt of such Officers' Certificate and/or Opinion of Counsel, if so requested by it, and shall incur no liability to any person for failure to take any such action pending receipt thereof. The Trustee shall be entitled to seek clarification with respect fully protected in acting on the basis of any such Officers' Certificate and/or Opinion of Counsel and shall incur no liability to any instruction given to it by person arising out of any action taken on the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instructionbasis thereof. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee shall be may, in its sole discretion and without the representative on behalf consent of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all votingNotes, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreementdirect, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (2) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents and the Intercreditor Agreement, the . The Trustee shall will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of 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 gross negligence in the case of the Collateral Agent) 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 Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Notwithstanding the foregoing, neither the Trustee nor the Collateral Agent shall have responsibility for recording, filing, re-recording or 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 relating to the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect otherwise. (c) Where any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms provision of the Security Documents relating to the Notes requires that additional property or assets be provided as Collateral, the Intercreditor Agreement. The Trustee Company shall, or shall not cause the applicable Guarantors to, take any and all actions reasonably required to cause such additional property or assets to be deemed provided as Collateral and to have knowledge of any acts that may be unlawful create and perfect a valid and enforceable first-priority security interest in such property or assets (subject to Permitted Liens and other exceptions in violation of the Security Documents or this Indenture unless and until a Responsible Officer relating to the Notes) in favor of the Trustee receives written noticeCollateral Agent for the benefit of itself, or the Trustee otherwise obtains actual knowledge, and the Holders of such unlawful acts or violation through written notification describing the circumstances of such, Notes in accordance with and identifying to the circumstances constituting such unlawful acts or violationextent required under the Security Documents relating to the Notes. (d) Notwithstanding the provisions of this Section 10.04, the Trustee mayThe Trustee, in its sole and absolute discretion and without giving any consent or approval under this Indenture or the consent of the Holders of Security Documents relating to the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect receive, as a condition to any instruction such consent or approval, an Officer’s Certificate or an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) or both to the effect that the action or omission for which consent or approval is to be given to it by the Holders and shall be entitled to refrain from acting in the absence of any, does not violate this Indenture or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make relating to the Notes, and the Trustee a trustee shall be fully protected in giving such consent or fiduciary for any other party approval on the basis of such Officer’s Certificate or any other personOpinion of Counsel.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 7.01 and Section 7.02 hereof, the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, the Trustee may, in its sole discretion and without the consent of the Holders: (a) The Trustee shall be the representative direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all votingHolders, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersAgent to, take all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the HoldersRevolving Credit Facility, the Intercreditor Agreement or any Additional Intercreditor Agreement; and (2) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors Issuer or any Guarantor hereunder.; and (cb) take all actions it deems necessary or appropriate in order to collect and receive any and all amounts payable in respect of the obligations of the Issuer hereunder. Subject to the terms of provisions hereof, the Security Documents Documents, the Intercreditor Agreement and the any Additional Intercreditor Agreement, the Trustee shall will have the power to institute and maintain, or direct the Security Agent to maintain institute and maintain, such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement, any Additional Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee shall be may, in its sole discretion and without the representative consent of the Holders, take, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority Holders, all actions it deems reasonably necessary or appropriate in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement.order to: (ba) Subject to enforce any of the terms of the Security Documents Documents; and (b) collect and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take all actions it deems necessary or appropriate in order to (x) enforce any of its rights or any of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents and the Intercreditor Agreement, the . The Trustee shall will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise it obtains actual knowledge, knowledge of such unlawful acts or violation through the receipt of written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, . Neither the Trustee maynor the Collateral Agent nor any of their officers, in its sole and absolute discretion and without directors, employees, attorneys or agents will be responsible or liable for the consent existence, genuineness, value or protection of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of any Collateral securing the Notes under and the Guarantees, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, if and when for the Company incurs creation, perfection, priority, sufficiency or protection of any Permitted Pari Passu Secured Indebtedness. (e) of the Liens, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens on the Collateral or Security Documents or any delay in doing so. The Trustee and the Collateral Agent will not be under no obligation to exercise any rights or powers conferred under the Indenture or any of the Security Documents for the benefit of the Holders unless such Holders have offered to the Trustee and the Collateral Agent indemnity or security satisfactory to it against any loss, liability or expense. In the exercise of its duties, neither the Trustee nor the Collateral Agent shall be responsible for the adequacy verification of the Collateral in respect accuracy or completeness of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given certification submitted to it by the Holders Company or any Guarantor and shall be each is entitled to refrain from acting rely exclusively on the certifications contained therein. Furthermore, each Holder, by accepting the Notes will agree, for the benefit of the Trustee and the Collateral Agent, that it is solely responsible for its own independent appraisal of and investigation into all risks arising under or in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in connection with the Security Documents shall make and has not relied on and will not at any time rely on the Trustee a trustee or fiduciary for any other party or any other personthe Collateral Agent in respect of such risks.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Trustee shall be the representative on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms provisions of the Security Documents Section 7.01 and 7.02 hereof and the Intercreditor Agreement, the Trustee may may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of NotesHolders, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (2) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors hereunder. (c) . Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee shall will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Without derogating from any other authority granted to the Trustee is hereby irrevocably authorized by each Holder of herein or in the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of Notes, the Security Documents or any other document relating thereto, each Holder hereby specifically (i) authorizes the Intercreditor Agreement. The Trustee shall not be deemed to have knowledge enter into pledge agreements pursuant to Section 10.01 hereof with respect to the Capital Stock of any acts that all existing and future first-tier Material Foreign Subsidiaries, which pledge agreements may be unlawful or in violation governed by the laws of each of the Security Documents or this Indenture unless jurisdictions of formation of such Material Foreign Subsidiaries, including but not limited to German, French, Dutch, Belgian, and until a Responsible Officer English law, respectively (collectively, the “Foreign Pledge Agreements”), as agent on behalf of each of the Trustee receives written noticeHolders, or with the effect that the Holders each become a secured party thereunder and (ii) except as in connection with the Foreign Pledge Agreement governed by English law, appoints the Trustee otherwise obtains actual knowledgeas its attorney-in-fact granting it the powers to execute each of the Foreign Pledge Agreements in its name and on its behalf, with the effect that the Holders each become a secured party thereunder. With respect to each of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04Foreign Pledge Agreements, the Trustee may, in has the power to sub-delegate to third parties its sole and absolute discretion and without the consent powers as attorney-in-fact of each of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured IndebtednessHolders. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of the Security Documents, the Trustee shall may direct, on behalf of Holders of the Notes, the Notes Authorized Representative to take action permitted to be taken by it under the representative Security Documents. Upon the occurrence and during the continuation of an Event of Default and subject to the provisions of the Security Agreement, and subject to the provisions of Section 7.01 and Section 7.02, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of Holders, the Notes and shall act upon Authorized Representative to direct the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (xa) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (b) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors Issuer hereunder. (c) . Subject to the terms provisions of the Security Documents Agreement and the Intercreditor Agreementother Security Documents, the Trustee shall and the Collateral Agent will have the power to institute and to maintain such suits and proceedings proceedings, at the expense of the Issuers, as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate Trustee or necessary, the Collateral Agent may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of Collateral Agent). Nothing in this Section 10.04, 10.05 shall be considered to impose any such duty or obligation to act on the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer part of the Trustee has received notice to or the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may beCollateral Agent. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee shall be may, in its sole discretion and without the representative on behalf consent of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all votingNotes, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreementdirect, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (2) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents and the Intercreditor Agreement, the . The Trustee shall will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of the Notes or of the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (eb) The Trustee will or the Collateral Agent shall not be responsible for the adequacy existence, genuineness or value of any of the Collateral in respect or for the validity, perfection, priority or enforceability of the obligations 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 gross negligence in the case of the Collateral Agent) 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 Company and to the Subsidiary Guarantors hereunder. (f) The Trustee may assume thatCollateral, unless a Responsible Officer 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 Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.136

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Notwithstanding any provision of this Indenture to the contrary, prior to the Senior Discharge Date or for so long as required by any Intercreditor Agreement, the Trustee shall be may only take Enforcement Action under the representative on behalf of Share Pledges at the Holders of the Notes and shall act upon the written direction of the Holders of not less representing more than a majority 50.0% in aggregate principal amount of the all outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the any Security Documents and Document as otherwise permitted by the Intercreditor Agreement. (b) Subject to the terms foregoing and to the provisions of the Security Documents Section 7.01 and the Intercreditor Agreement7.02 hereof, the Trustee may on behalf may, in its sole discretion and without the consent of the Holders of Notes, take (and direct the Security Agent to take) and shall upon request of Holders of take (at least 25% in aggregate principal the direction of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, take ) all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of Security Documents or the Holders of the Notes under the Security Documents, as directed by the Holders, Intercreditor Agreement; and (2) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company Issuer or any Guarantor hereunder and distribute such amounts in accordance with the Subsidiary Guarantors hereunderIntercreditor Agreement and herewith. (c) Subject to the terms of the Security Documents and the Intercreditor Agreement, the The Trustee shall will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral pledged assets by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral pledged assets (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 of the Notes or of the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of the Security Documents, the Trustee shall may direct, on behalf of Holders of the Notes, the Notes Authorized Representative to take action permitted to be taken by it under the representative Security Documents. Upon the occurrence and during the continuation of an Event of Default and subject to the provisions of the Security Agreement and the other Security Documents, and subject to the provisions of ‎Section 7.01 and ‎Section 7.02, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of Holders, the Notes and shall act upon Authorized Representative to direct the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (xa) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (b) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors Issuers hereunder. (c) . Subject to the terms provisions of the Security Documents Agreement and the Intercreditor Agreementother Security Documents, the Trustee shall and the Collateral Agent will have the power to institute and to maintain such suits and proceedings proceedings, at the expense of the Issuers, as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate Trustee or necessary, the Collateral Agent may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of Collateral Agent). Nothing in this ‎Section 10.05 shall be considered to impose any such unlawful acts duty or violation through written notification describing obligation to act on the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer part of the Trustee has received notice to or the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may beCollateral Agent. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01 and Section 7.02 hereof and the Collateral Trust Agreement and European ABL Intercreditor Agreement and the other Security Documents, the Trustee shall be the representative may direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor AgreementHolders, the Collateral Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holdersto, take all actions as at least a majority of principal amount of Notes have directed the Trustee to take, or after an Event of Default in accordance with Section 7.01, it deems necessary or appropriate in order to (x) enforce any of its rights or any of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, and (y) receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents including: (1) foreclose upon or otherwise enforce any or all of the Liens on the Collateral; (2) enforce any of the terms of the Security Documents to which the Collateral Trustee is a party; or (3) collect and receive payment of any and all Obligations. (b) At the Issuers’ sole cost and expense and subject to the Trustee and the Intercreditor AgreementCollateral Trustee having been indemnified by the Holders and/or the Issuers, the Trustee shall have is authorized and empowered (but is not obligated) to direct the power Collateral Trustee to institute and to maintain maintain, such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, may deem reasonably expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (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 of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of ‎Section 7.01 and ‎Section 7.02 and the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement and/or the Security Documents, the Trustee shall be may, in its sole discretion and without the representative consent of the Holders, direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all votingHolders, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersAgent to, take all actions it deems necessary or appropriate in order to to: (xA) enforce any of its rights or any the terms of the rights of Security Documents or the Holders of the Notes under the Security Documents, as directed by the Holders, Intercreditor Agreement; and (B) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company Issuers or any Guarantor hereunder; in any such case, to the extent provided for by, and the Subsidiary Guarantors hereunder. (c) Subject to in accordance with, the terms of the Intercreditor Agreement and/or Additional Intercreditor Agreement. Subject to the provisions hereof, the Security Documents Documents, the Intercreditor Agreement and the any Additional Intercreditor Agreement, the Trustee shall will have the power to institute and maintain, or direct the Security Agent to maintain institute and maintain, such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral security by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement, any Additional Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.#94579868v11

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 7.01 and Section 7.02 hereof and the Collateral Trust Agreement and European ABL Intercreditor Agreement and the other Security Documents, the Trustee shall be the representative may direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor AgreementHolders, the Collateral Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holdersto, take all actions as at least a majority of principal amount of Notes have directed the Trustee to take, or after an Event of Default in accordance with Section 7.01, it deems necessary or appropriate in order to (x) enforce any of its rights or any of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, and (y) receive any and all amounts payable from the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (c) Subject to the terms of the Security Documents including: (i) foreclose upon or otherwise enforce any or all of the Liens on the Collateral; (ii) enforce any of the terms of the Security Documents to which the Collateral Trustee is a party; or (iii) collect and receive payment of any and all Obligations. (b) At the Issuers’ sole cost and expense and subject to the Trustee and the Intercreditor AgreementCollateral Trustee having been indemnified by the Holders and/or the Issuers, the Trustee shall have is authorized and empowered (but is not obligated) to direct the power Collateral Trustee to institute and to maintain maintain, such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, may deem reasonably expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (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 of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Trustee shall be the representative on behalf Upon reasonable request of the Holders Trustee, but without any affirmative duty on the Trustee to do so, the Issuer and the Guarantors will execute and deliver such further instruments and do such further acts as may be reasonably necessary to carry out more effectively the purposes of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted this Indenture. Subject to the Holders provisions of the Notes under the Security Documents Section 7.01 and the Intercreditor Agreement. (b) Subject to 7.02 hereof and the terms of the Security Documents and the Intercreditor Agreement, the Trustee may may, in its sole and absolute discretion and without the consent of the Holders, direct, on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such Holders, any Collateral Agent to take all actions it deems necessary or appropriate in order to to: (x1) enforce any of its rights or any the terms of the rights of Security Documents or the Holders of the Notes under the Security Documents, as directed by the Holders, Intercreditor Agreement; and (2) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors Issuer or any Guarantor hereunder. (c) . Subject to the terms of provisions hereof, the Security Documents Documents, the Intercreditor Agreement and the any Additional Intercreditor Agreement, the Trustee shall and/or the relevant Collateral Agent will have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may berelevant Collateral Agent). (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of Section 6.03, Section 6.04, Section 6.05, Section 7.01 and Section 7.02 hereof and the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement and/or the Security Documents, the Trustee shall be may, in its sole discretion and without the representative consent of the Holders, direct, on behalf of the Holders of the Notes and shall act upon the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all votingHolders, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersAgent to, take all actions it deems necessary or appropriate in order to to: (xA) enforce any of its rights or any the terms of the rights of Security Documents or the Holders of the Notes under the Security Documents, as directed by the Holders, Intercreditor Agreement; and (B) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company Issuer or any Guarantor hereunder; in any such case, to the extent provided for by, and in accordance with, the Subsidiary Guarantors hereunder. (c) terms of the Intercreditor Agreement and/or Additional Intercreditor Agreement. Subject to the terms of provisions hereof, the Security Documents and the Intercreditor Agreement, the Trustee shall will have the power to institute and maintain, or direct the Security Agent to maintain institute and maintain, such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral security by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate or necessary, Trustee may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Notes or the Trustee). The Trustee is hereby irrevocably authorized by each Holder of the Notes to effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer of the Trustee has received notice to the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may be. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of the Security Documents, the Trustee shall may direct, on behalf of Holders of the Notes, the Notes Authorized Representative to take action permitted to be taken by it under the representative Security Documents. Upon the occurrence and during the continuation of an Event of Default and subject to the provisions of the Security Agreement, and subject to the provisions of ‎Section 7.01 and ‎Section 7.02, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of Holders, the Notes and shall act upon Authorized Representative to direct the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it deems necessary or appropriate in order to to: (xa) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (b) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors Issuers hereunder. (c) . Subject to the terms provisions of the Security Documents Agreement and the Intercreditor Agreementother Security Documents, the Trustee shall and the Collateral Agent will have the power to institute and to maintain such suits and proceedings proceedings, at the expense of the Issuers, as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate Trustee or necessary, the Collateral Agent may deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of Collateral Agent). Nothing in this ‎Section 10.05 shall be considered to impose any such unlawful acts duty or violation through written notification describing obligation to act on the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of this Section 10.04, the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer part of the Trustee has received notice to or the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may beCollateral Agent. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. (a) The Subject to the provisions of the Security Documents, the Trustee shall may direct, on behalf of Holders of the Notes, the Notes Authorized Representative to take action permitted to be taken by it under the representative Security Documents. Upon the occurrence and during the continuation of an Event of Default and subject to the provisions of the Security Documents, and subject to the provisions of Section 7.01 and Section 7.02, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders of Holders, the Notes and shall act upon Authorized Representative to direct the written direction of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (subject to receiving indemnity and/or security to its satisfaction) with regard to all voting, consent and other rights granted to the Holders of the Notes under the Security Documents and the Intercreditor Agreement. (b) Subject to the terms of the Security Documents and the Intercreditor Agreement, the Trustee may on behalf of the Holders of Notes, and shall upon request of Holders of at least 25% in aggregate principal of the outstanding Notes, subject to its right to be indemnified and/or secured to its satisfaction by such HoldersCollateral Agent to, take all actions it it, reasonably deems necessary or appropriate in order to to: (xa) enforce any of its rights or any the terms of the rights of the Holders of the Notes under the Security Documents, as directed by the Holders, ; and (b) collect and (y) receive any and all amounts payable from the Collateral in respect of the obligations Obligations of the Company and the Subsidiary Guarantors Issuers hereunder. (c) . Subject to the terms provisions of the Security Documents Agreement and the Intercreditor Agreementother Security Documents, the Trustee shall and the Collateral Agent will have the power to institute and to maintain such suits and proceedings proceedings, at the expense of the Issuers, as it may reasonably deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement Documents or this Indenture, and such suits and proceedings as the Trustee, in consultation with its counsel where appropriate Trustee or necessary, the Collateral Agent may reasonably deem expedient to preserve or protect its interest interests and the interests of the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or 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 effect any release of Liens or Collateral contemplated by Section 10.06 hereof or by the terms of the Security Documents or the Intercreditor Agreement. The Trustee 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 a Responsible Officer of the Trustee receives written notice, or the Trustee otherwise obtains actual knowledge, of such unlawful acts or violation through written notification describing the circumstances of such, and identifying the circumstances constituting such unlawful acts or violation. (d) Notwithstanding the provisions of Collateral Agent). Nothing in this Section 10.04, 10.05 shall be considered to impose any such duty or obligation to act on the Trustee may, in its sole and absolute discretion and without the consent of the Holders of the Notes, relinquish its responsibilities as the representative on behalf of the Holders of the Notes under the Security Documents, if and when the Company incurs any Permitted Pari Passu Secured Indebtedness. (e) The Trustee will not be responsible for the adequacy of the Collateral in respect of the obligations of the Company and the Subsidiary Guarantors hereunder. (f) The Trustee may assume that, unless a Responsible Officer part of the Trustee has received notice to or the contrary, any right, power, authority or discretion vested in any party under the terms of this Indenture has not been exercised, and if it receives any instructions or directions from an Agent or other person to take any action in relation to the Security Documents, that all applicable conditions under this Indenture, the Intercreditor Agreement and any Security Documents have been satisfied and that such instructions or directions are duly given in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the Security Documents, as the case may beCollateral Agent. (g) The Trustee shall be entitled to seek clarification with respect to any instruction given to it by the Holders and shall be entitled to refrain from acting in the absence of any, or any clear, instruction. (h) Except as specifically provided in a Security Document, nothing in the Security Documents shall make the Trustee a trustee or fiduciary for any other party or any other person.