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

Authorization of Actions To Be Taken by Trustee Under the Security Documents. Subject to the provisions of the Security Instruments and the Subordination Agreement (Senior) and Subordination Agreement (Junior), (a) Trustee may, in its sole discretion and without the consent of the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Security Instruments and (ii) collect and receive any and all amounts payable in respect of the obligations of Issuer hereunder or thereunder and (b) Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Security Instruments or this Indenture, and such suits and proceedings as Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including the power to institute and maintain suits 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 thereunder or be prejudicial to the interests of the Holders or of Trustee). Trustee is hereby expressly authorized to execute, deliver and perform its obligations under the Security Instruments. Except during the continuance of an Event of Default, Trustee shall not be required to take any action under this Indenture or the Security Instruments that involves the exercise by it of discretion. Trustee may, however, take any such action upon the basis of, at the election of Trustee, either an Officers' Certificate or an Opinion of Counsel, or both, of Issuer 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 Instruments and does not adversely affect the interests of the Holders; provided that the foregoing shall not limit the ability of 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, 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 INDENTURE (16% Junior Subordinated) incur no liability to any person for failure to take any such action pending receipt thereof. Trustee shall be fully protected in acting on the basis of any such Officers' Certificate and/or Opinion of Counsel and shall incur no liability to any person arising out of any action taken on the basis thereof.

Authorization of Actions To Be Taken by Trustee Under the Security Documents. Subject to the provisions of the Security Instruments and the Subordination Agreement (Senior) and Subordination Agreement (Junior), (a) Trustee may, in its sole discretion and without the consent of the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Security Instruments and (ii) collect and receive any and all amounts payable in respect of the obligations of Issuer hereunder or thereunder and (b) Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Security Instruments or this Indenture, and such suits and proceedings as Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including the power to institute and maintain suits 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 thereunder or be prejudicial to the interests of the Holders or of Trustee). Trustee is hereby expressly authorized to execute, deliver and perform its obligations under the Security Instruments. Except during the continuance of an Event of Default, Trustee shall not be required to take any action under this Indenture indenture or the Security Instruments that involves the exercise by it of discretion. Trustee may, however, take any such action upon the basis of, at the election of Trustee, either an Officers' Certificate or an Opinion of Counsel, or both, of Issuer 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 Instruments and does not adversely affect the interests of the Holders; provided that the foregoing shall not limit the ability of 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, 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 INDENTURE (16% Junior Subordinated) incur no liability to any person for failure to take any such action pending receipt thereof. Trustee shall be fully protected in acting on the basis of any such Officers' Certificate and/or Opinion of Counsel and shall incur no liability to any person arising out of any action taken on the basis thereof.. INDENTURE (15% Senior Subordinated)