Common use of Determinations Relating to Collateral Clause in Contracts

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect thereto (other than actions with respect to the Collateral on the part of the Trustee that do not, pursuant to the terms of this Indenture or any Security Document, require the consent of the Holders); or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders including those agreements and acknowledgments contemplated in Section 10.03(g) hereof); or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder or under the applicable Security Document then, in each such event, the Trustee shall, within seven Business Days thereafter, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Article 9, the Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 10.09, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount at maturity of the outstanding Notes; provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such Holders.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect thereto (other than actions with respect to the Collateral on the part of the Trustee that do not, pursuant to the express terms of this Indenture or any Security DocumentIndenture, require the consent of the Holders); or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders including those agreements and acknowledgments contemplated in Section 10.03(g) hereofpursuant to the express terms of this Indenture); or (iii) a Responsible Officer of the Trustee shall become aware receive notice or have actual knowledge of any nonperformance default by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated addressed hereunder or under the applicable Security Document then, in each such event, the Trustee shall, within seven Business Days thereafter, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach default of which the Trustee has become awarereceived notice or has actual knowledge. Subject to Article 9Nine and the Security Documents, the Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes Securities shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 10.0910.9, the Trustee shall not be required so to respond unless it shall have received written authority direction by Holders of not less than a majority in aggregate principal amount at maturity of the outstanding NotesSecurities and indemnity reasonably satisfactory to it; provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach default (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.077.7). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such Holders.

Determinations Relating to Collateral. In Prior to the occurrence and continuance of an Event of Default and receipt of an Enforcement Notice from Lenders' Collateral Agent any Secured Party, in the event (i) the Trustee Collateral Agent shall receive any written request from the Company or any Guarantor Pledgors under any Security Document this Agreement for consent or approval with respect to any matter or thing relating to any Pledged Collateral or the Company’s or any Guarantor’s such Pledgor's obligations with respect thereto (other than actions with respect to the Collateral on the part of the Trustee that do notand which matter or thing is, pursuant to under the terms of this Indenture Agreement, of a nature such that the Collateral Agent shall not be entitled to respond thereto or any Security Document, require the consent of the Holders); determines not to respond thereto or (ii) there shall be required due to or from the Trustee Collateral Agent under the provisions of this Agreement any Security Document any material performance or the delivery of any material instrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders including those agreements and acknowledgments contemplated in Section 10.03(g) hereof); or (iii) a Responsible Officer of the Trustee Collateral Agent shall become aware of any nonperformance by the Company or any Guarantor Pledgor of any covenant or any breach of any representation representations or warranty of the Company or any Guarantor such Pledgor set forth in any Security Documentthis Agreement, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder or under the applicable Security Document then, in each such event, the Trustee Collateral Agent shall, within seven three Business Days thereafterDays, advise the Holders, all Secured Parties in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance non-performance or breach of which the Trustee Collateral Agent has become aware. Subject to Article 9, the Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes The Lenders' Collateral Agent shall have the exclusive authority to direct the Trustee’s Collateral Agent's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Subject to each Pledgor's rights and obligations under the provisions of Section 4.17 of this Agreement, the Lenders' Collateral Agent shall have the sole authority to direct the conduct of the Collateral Agent with respect to any disposition of a Net Condemnation Award or Net Insurance Proceeds. In the event the Trustee Collateral Agent shall be required to respond to any of the circumstances contemplated in this Section 10.0913.3, the Trustee Collateral Agent shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount entitled, at maturity the sole cost and expense of the outstanding Notes; provided that the Trustee shall be entitled Borrower, to hire experts, consultants, agents and attorneys to advise the Trustee Collateral Agent on the manner in which the Trustee should Collateral Agent shall respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07)thereto. The Trustee Collateral Agent shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such Holdersthe Lenders' Collateral Agent pursuant hereto.

Determinations Relating to Collateral. In the event a Responsible Officer of the Trustee shall be deemed to have notice pursuant to Section 8.3(j) of (i) the Trustee shall receive any written request from the Company or any Subsidiary Guarantor under any Security Document or from any party to the Collateral Trust Agreement for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Subsidiary Guarantor’s obligations with respect thereto (other than actions with respect to the Collateral on the part of the Trustee that do notthereto, pursuant to the terms of this Indenture or any Security Document, require the consent of the Holders); or (ii) there shall be any performance or delivery of any instrument required from the Trustee under the provisions of the Collateral Trust Agreement or any other Security Document any performance or the delivery of any instrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders including those agreements and acknowledgments contemplated in Section 10.03(g) hereof); or (iii) a Responsible Officer default or event of the Trustee shall become aware of any nonperformance default by the Company or any Subsidiary Guarantor of any covenant or any breach of any representation or warranty of the Company or any Subsidiary Guarantor set forth in the Collateral Trust Agreement or any other Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder or under the applicable Security Document then, in each such event, the Trustee shall, within seven three Business Days thereafterDays, advise provide notice to the HoldersDepositary, in writing and at the Company’s expense, of reciting the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become awareis deemed to have knowledge pursuant to Section 8.3(j). Subject to Article 9, the The Holders of not less than a majority 25% in aggregate principal amount at maturity of the outstanding Notes then Outstanding Securities shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the The Trustee may, but shall not be required required, to respond to any of the circumstances contemplated in this Section 10.09, the Trustee shall not be required so to respond 14.6 unless it shall have received written authority by not less than a majority 25% in aggregate principal amount at maturity of the outstanding NotesOutstanding Securities, and the requirements of Article VIII, including but not limited to the Trustee’s rights to indemnity and for provision for its fees and expenses as set forth therein, are otherwise satisfied; provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07by the Company). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such Holdersattorney.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company Issuer or any Guarantor or the Collateral Agent under any Security Collateral Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s Issuer's or any Guarantor’s 's obligations with respect thereto (other than actions with respect to the Collateral on the part of the Trustee that do not, pursuant to the terms of this Indenture or any Security Document, require the consent of the Holders)thereto; or (ii) there shall be required from the Trustee under the provisions of any Security Collateral Document any performance or the delivery of any instrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders including those agreements and acknowledgments contemplated in Section 10.03(g) hereof); or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company Issuer or any Guarantor of any covenant or any breach of any representation or warranty of the Company Issuer or any Guarantor set forth in any Security Collateral Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s 's response or action is not otherwise specifically contemplated hereunder or under the applicable Security Document then, in each such event, the Trustee shall, within seven Business Days thereafterDays, advise the Holders, in writing and at the Company’s Issuer's expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Article 9, the The Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes Debentures pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee’s 's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 10.09, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount at maturity of the outstanding NotesDebentures; provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such HoldersHolders of the Debentures pursuant to Section 6.05.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect thereto (other than actions with respect to the Collateral on the part of the Trustee that do notthereto, pursuant to the terms of this Indenture or any Security Document, require the consent of the Holders); or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders including those agreements and acknowledgments contemplated in Section 10.03(g) hereof); or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder (including, without limitation, Section 9.1) or under the applicable Security Document Documents, then, in each such event, the Trustee shall, within seven Business Days thereafterDays, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Article 9, the The Holders of not less than a majority in aggregate principal amount at maturity of the then outstanding Notes pursuant to Section 6.8 shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 10.0913.7, the Trustee shall not be required so to respond unless it shall have received written authority by from the Holders of not less than a majority in aggregate principal amount at maturity of the then outstanding Notes; provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.077.6). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by the Holders of a majority in aggregate principal amount of such Holdersthe then outstanding Notes pursuant to Section 6.8.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect thereto (other than actions with respect to the Collateral on the part of the Trustee that do not, pursuant to the express terms of this Indenture or any Security DocumentIndenture, require the consent of the Holders); or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders including those agreements and acknowledgments contemplated in Section 10.03(g) hereofpursuant to the express terms of this Indenture); or (iii) a Responsible Officer of the Trustee shall become aware receive notice or have actual knowledge of any nonperformance default by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated addressed hereunder or under the applicable Security Document then, in each such event, the Trustee shall, within seven Business Days thereafter, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach default of which the Trustee has become awarereceived notice or has actual knowledge. Subject to Article 9Nine, the Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes Securities shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 10.09, the Trustee shall not be required so to respond unless it shall have received written authority direction by Holders of not less than a majority in aggregate principal amount at maturity of the outstanding NotesNotes and indemnity reasonably satisfactory to it; provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach default (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such Holders.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect thereto (other than actions with respect to the Collateral on the part of the Trustee that do notthereto, pursuant to the terms of this Indenture or any Security Document, require the consent of the Holders); or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders including those agreements and acknowledgments contemplated in Section 10.03(g) hereof); or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder (including, without limitation, Section 8.01) or under the applicable Security Document Documents, then, in each such event, the Trustee shall, within seven Business Days thereafterDays, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Article 9Section 8.02(c)(i), the Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 10.0911.07, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount at maturity of the outstanding NotesNotes (subject to Section 8.02(c)(i)); provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such HoldersHolders pursuant to Section 6.05.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Guarantor other Pledgor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or any Guarantor’s other Pledgor's obligations with respect thereto (other than actions with respect to the Collateral on the part of the Trustee that do not, pursuant to the terms of this Indenture or any Security Document, require the consent of the Holders)thereto; or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders including those agreements and acknowledgments contemplated in Section 10.03(g) hereof); or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor other Pledgor of any covenant or any breach of any representation or warranty of the Company or any Guarantor other Pledgor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s 's response or action is not otherwise specifically contemplated hereunder or under the applicable Security Document then, in each such event, the Trustee shall, within seven Business Days thereafterDays, advise the Holders, in writing and at the Company’s 's expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Article 9, the The Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee’s 's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 10.0910.11, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount at maturity of the outstanding Notes; provided PROVIDED that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such HoldersHolders of the Notes pursuant to Section 6.05.