Common use of Certain Rights of Trustee under the Pledge Agreement Clause in Contracts

Certain Rights of Trustee under the Pledge Agreement. (a) The Trustee shall have all the rights (including indemnification rights), powers, benefits, privileges, protections, indemnities and immunities provided in the Pledge Agreement and, additionally, shall have all the rights (including indemnification rights), benefits, privileges, protections, indemnities and immunities in its dealings under the Pledge Agreement as are provided to the Trustee under this Indenture and under applicable law, all of which are incorporated herein mutatis mutandis. (b) Except as required or permitted by the Pledge Agreement, the Holders, by accepting a Note, acknowledge that the Trustee will not be obligated under the Pledge Agreement: (i) to act upon directions purported to be delivered to it by any Person, except in accordance with the Pledge Agreement and this Indenture; (ii) to foreclose upon or otherwise enforce any security interest granted pursuant to the Pledge Agreement; or (iii) to take any other action whatsoever with regard to the Pledge Agreement (including any security interests granted thereunder) or the Pledged Interests. (c) For the avoidance of doubt, the Trustee will have no discretion under this Indenture or the Pledge Agreement and will not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes. (d) Other than in connection with a release of the Pledged Interests in accordance with Section 13.02, in each case that the Trustee may or is requested or required hereunder or under the Pledge Agreement to take any action (an “Action”), including without limitation to make any determination, to give consents, to exercise rights, powers or remedies, to release or sell the Pledged Interests or otherwise to act hereunder or under the Pledge Agreement, the Trustee may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. The Trustee will not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. If the Trustee requests direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any Action, the Trustee will be entitled to refrain from such Action until it has received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and if requested, indemnity satisfactory to it, and the Trustee will not incur liability to any Person by reason of so refraining.