Common use of Escrow Authorization Clause in Contracts

Escrow Authorization. Each Holder, by its acceptance of the Notes, (i) consents and agrees to the terms of the Escrow Agreement, including documents related thereto, as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no provisions may be waived or modified in a manner materially adverse to the Holders without the consent of the Holders of a majority of the aggregate principal amount of the Notes then outstanding; provided, further, that to the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption, no provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of all Holders), and (ii) authorizes and directs the Trustee to enter into the Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured pursuant to the Escrow Agreement, according to the intent and purpose expressed in the Escrow Agreement. The Issuer shall take, or shall cause to be taken, any and all actions reasonably required to cause the creation and maintenance of, as security for the obligations of the Issuer under this Indenture and the Notes as provided in the Escrow Agreement, valid and enforceable first priority perfected Liens in and on all of the Escrowed Property, in favor of the Trustee for its benefit and for the benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. The Trustee shall have no duty to file any financing or continuation statements or otherwise take any actions to perfect the Lien granted under the Escrow Agreement. For the avoidance of doubt, upon any termination of the Escrow Agreement, the Trustee hereby authorizes the Issuer to take all steps reasonably necessary to terminate any financing statements that have not been terminated pursuant to the Escrow Agreement or this Section 7.13 at the Issuer’s expense and the Trustee shall execute such other documents without recourse, representation or warranty of any kind as the Issuer may reasonably request in writing to evidence or confirm the termination of such security interest.

Escrow Authorization. Each Holder, by its acceptance of the NotesNote, (i) consents and agrees to the terms of the Escrow Agreement, including documents related thereto, as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no provisions amendment that would materially adversely affect the rights of the Holders may be waived or modified in a manner materially adverse to the Holders effected without the consent of the Holders of a majority of the aggregate principal amount of the Notes then outstanding; provided, further, provided further that to the extent such provisions relate to the Issuer’s Company's obligation to redeem the Notes in a Special Mandatory RedemptionRedemption on the Outside Date or the Special Mandatory Redemption Date at the Special Mandatory Redemption Price, no provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of all Holderseach Holder of an outstanding Note affected), and (ii) authorizes and directs the Trustee to enter into the Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured pursuant to the Escrow Agreement, according to the intent and purpose expressed in the Escrow Agreement. The Issuer Company shall take, or shall cause to be taken, any and all actions reasonably required to cause the creation and maintenance of, as security for the obligations of the Issuer Company under this Indenture and the Notes as provided in the Escrow Agreement, valid and enforceable first first-priority perfected Liens in and on all of the Escrowed Escrow Property, in favor of the Trustee for its benefit and for the benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. The Trustee shall have no duty to file any financing or continuation statements or otherwise take any actions to perfect the Lien granted under the Escrow Agreement. For the avoidance of doubt, upon any termination of the Escrow AgreementAgreement in accordance with its terms, the Trustee hereby authorizes the Issuer Company to take all steps reasonably necessary to terminate any financing statements that have not been terminated pursuant to the Escrow Agreement or this Section 7.13 8.05 at the IssuerCompany’s expense expense, and the Trustee shall execute such other documents without recourse, representation or warranty of any kind kind, and at the Company’s sole cost and expense, as the Issuer Company may reasonably request in writing to evidence or confirm the termination of such security interest.

Escrow Authorization. Each Holder, by its acceptance of the Notesan Initial Note, (i) consents and agrees to the terms of the Escrow Agreement and the Keepwell Agreement, including documents related thereto, as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no provisions amendment that would materially adversely affect the rights of the Holders may be waived or modified in a manner materially adverse to the Holders effected without the consent of the Holders of a majority of the aggregate principal amount of the Notes then outstanding; provided, further, that to the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption, no provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of all Holders), and (ii) authorizes and directs the Trustee to enter into the Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewiththerewith (including, for the avoidance of doubt, taking any action in respect of the Keepwell Agreement). The Escrow Issuer shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured pursuant to the Escrow Agreement, according to the intent and purpose expressed in the Escrow Agreement. The Escrow Issuer shall take, or shall cause to be taken, any and all actions reasonably required to cause the creation and maintenance of, as security for the obligations of the Escrow Issuer under this Indenture and the Notes as provided in the Escrow Agreement, valid and enforceable first first-priority perfected Liens in and on all of the Escrowed PropertyFunds, in favor of the Trustee for its benefit and for the benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. The Trustee shall have no duty to file any financing or continuation statements or otherwise take any actions to perfect the Lien granted under the Escrow Agreement. For the avoidance of doubt, upon any termination of the Escrow Agreement, the Trustee hereby authorizes the Escrow Issuer to take all steps reasonably necessary to terminate any financing statements that have not been terminated pursuant to the Escrow Agreement or this Section 7.13 at the Escrow Issuer’s expense expense, and the Trustee shall execute such other documents without recourse, representation or warranty of any kind as the Escrow Issuer may reasonably request in writing to evidence or confirm the termination of such security interest.

Escrow Authorization. Each Holder, by its acceptance of the Notesa Note, (i) consents and agrees to the terms of the Escrow Agreement, including documents related thereto, as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no provisions amendment that would materially adversely affect the rights of the Holders may be waived or modified in a manner materially adverse to the Holders effected without the consent of the Holders of a majority of the aggregate principal amount of the Notes then outstanding; provided, further, that to the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption, no provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of all Holders), and (ii) authorizes and directs the Trustee to enter into the Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured pursuant to the Escrow Agreement, according to the intent and purpose expressed in the Escrow Agreement. The Issuer shall take, or shall cause to be taken, any and all actions reasonably required to cause the creation and maintenance of, as security for the obligations of the Issuer under this Indenture and the Notes as provided in the Escrow Agreement, valid and enforceable first priority perfected Liens in and on all of the Escrowed Escrow Property, in favor of the Trustee for its benefit and for the benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. The Trustee shall have no duty to file any financing or continuation statements or otherwise take any actions to perfect the Lien granted under the Escrow Agreement. For the avoidance of doubt, upon any termination of the Escrow Agreement, the Trustee hereby authorizes the Escrow Issuer and the Company to take all steps reasonably necessary to terminate any financing statements that have not been terminated pursuant to the Escrow Agreement or this Section 7.13 7.12 at the Escrow Issuer’s and the Company’s expense and the Trustee shall execute such other documents without recourse, representation or warranty of any kind as the Escrow Issuer or the Company may reasonably request in writing to evidence or confirm the termination of such security interest.

Escrow Authorization. Each Holder, by its acceptance of the Notesan Initial Note, (i) consents and agrees to the terms of the Escrow Agreement and the Company Agreement, including documents related thereto, as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no provisions amendment that would materially adversely affect the rights of the Holders may be waived or modified in a manner materially adverse to the Holders effected without the consent of the Holders of a majority of the aggregate principal amount of the Notes then outstanding; provided, further, that to the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption, no provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of all Holders), and (ii) authorizes and directs the Trustee to enter into the Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewiththerewith (including, for the avoidance of doubt, taking any action in respect of the Company Agreement). The Escrow Issuer shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured pursuant to the Escrow Agreement, according to the intent and purpose expressed in the Escrow Agreement. The Escrow Issuer shall take, or shall cause to be taken, any and all actions reasonably required to cause the creation and maintenance of, as security for the obligations of the Escrow Issuer under this Indenture and the Notes as provided in the Escrow Agreement, valid and enforceable first priority perfected Liens in and on all of the Escrowed PropertyFunds, in favor of the Trustee for its benefit and for the benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. The Trustee shall have no duty to file any financing or continuation statements or otherwise take any actions to perfect the Lien granted under the Escrow Agreement. For the avoidance of doubt, upon any termination of the Escrow Agreement, the Trustee hereby authorizes the Escrow Issuer to take all steps reasonably necessary to terminate any financing statements that have not been terminated pursuant to the Escrow Agreement or this Section 7.13 at the Escrow Issuer’s expense and the Trustee shall execute such other documents without recourse, representation or warranty of any kind as the Escrow Issuer may reasonably request in writing to evidence or confirm the termination of such security interest.

Escrow Authorization. Each Holder, by its acceptance of the Notesan Initial Note, (i) consents and agrees to the terms of the Escrow Agreement and the Keepwell Agreement, including documents related thereto, as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no provisions amendment that would materially adversely affect the rights of the Holders may be waived or modified in a manner materially adverse to the Holders effected without the consent of the Holders of a majority of the aggregate principal amount of the Notes then outstanding; provided, further, that to the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption, no provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of all Holders), and (ii) authorizes and directs the Trustee to enter into the Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewiththerewith (including, for the avoidance of doubt, taking any action in respect of the Keepwell Agreement). The Escrow Issuer shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured pursuant to the Escrow Agreement, according to the intent and purpose expressed in the Escrow Agreement. The Escrow Issuer shall take, or shall cause to be taken, any and all actions reasonably required to cause the creation and maintenance of, as security for the obligations of the Escrow Issuer under this Indenture and the Notes as provided in the Escrow Agreement, valid and enforceable first first-priority perfected Liens in and on all of the Escrowed PropertyFunds, in favor of the Trustee for its benefit and for the benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. The Trustee shall have no duty to file any financing or continuation statements or otherwise take any actions to perfect the Lien granted under the Escrow Agreement. For the avoidance of doubt, upon any termination of the Escrow Agreement, the Trustee hereby authorizes the Escrow Issuer to take all steps reasonably necessary to terminate any financing statements that have not been terminated pursuant to the Escrow Agreement or this Section 7.13 at the Escrow Issuer’s expense and the Trustee shall execute such other documents without recourse, representation or warranty of any kind as the Escrow Issuer may reasonably request in writing to evidence or confirm the termination of such security interest.

Escrow Authorization. Each Holder, by its acceptance of the Notesa Note, (i) consents and agrees to the terms of the Escrow Agreement, including documents related thereto, as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no provisions may be waived or modified in a manner materially adverse to the Holders without the consent of the Holders of a majority of the aggregate principal amount of the Notes then outstanding; provided, further, that to the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption, no provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of all Holders), and (ii) authorizes and directs the Trustee to enter into the Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured pursuant to the Escrow Agreementhereby, according to the intent and purpose expressed in the Escrow Agreementherein expressed. The Issuer shall take, or shall cause to be taken, any and all actions reasonably required to cause the creation and maintenance of, as security for the obligations of the Issuer under this Indenture and the Notes as provided in the Escrow Agreement, valid and enforceable first priority perfected Liens in and on all of the Escrowed Property, in favor of the Trustee for its benefit and for the benefit of the HoldersHolders (pari passu with the Unsecured Notes Trustee and the holders of the Unsecured Notes as provided in the Escrow Agreement), superior to and Table of Contents prior to the rights of third Persons and subject to no other Liens. The Trustee shall have no duty to file any financing or continuation statements or otherwise take any actions to perfect the Lien granted under the Escrow Agreement. For The Trustee shall not be liable for the avoidance validity, perfection, priority or enforceability of doubt, upon any termination of the Lien granted under the Escrow Agreement, the Trustee hereby authorizes the Issuer to take all steps reasonably necessary to terminate any financing statements that have not been terminated pursuant to the Escrow Agreement or this Section 7.13 at the Issuer’s expense and the Trustee shall execute such other documents without recourse, representation or warranty of any kind as the Issuer may reasonably request in writing to evidence or confirm the termination of such security interest.

Escrow Authorization. Each Holder, by its acceptance of the Notesa Note, (i) consents and agrees to the terms of the Escrow Agreement, including documents related thereto, as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no provisions amendment or waiver that would materially adversely affect the rights of the Holders (as determined in good faith by the Issuer) may be waived or modified in a manner materially adverse to the Holders effected without the consent of the Holders of a majority of the aggregate principal amount of the Notes then outstanding; provided, further, that to the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption, no provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of all Holders), and (ii) authorizes and directs the Trustee to enter into the Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured pursuant to the Escrow Agreementhereby, according to the intent and purpose expressed in the Escrow Agreementherein expressed. The Issuer shall take, or shall cause to be taken, any and all actions reasonably required to cause the creation Escrow Agreement to create and maintenance ofmaintain, as security for the obligations of the Issuer under this Indenture and the Notes as provided in the Escrow Agreement, valid and enforceable first priority perfected Liens in and on all of the Escrowed Property, in favor of the Trustee for its benefit and for the benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. The Trustee shall have no duty to file any financing Whether or continuation statements or otherwise take any actions to perfect the Lien granted not expressly provided for therein, in executing, delivering and performing under the Escrow Agreement. For the avoidance of doubt, upon any termination of the Escrow Agreement, the Trustee hereby authorizes shall be entitled to all of the Issuer to take all steps reasonably necessary to terminate any financing statements that have not been terminated pursuant to the Escrow Agreement or rights, privileges, indemnities and immunities set forth in this Section 7.13 at the Issuer’s expense and the Trustee shall execute such other documents without recourse, representation or warranty of any kind as the Issuer may reasonably request in writing to evidence or confirm the termination of such security interestIndenture.

Escrow Authorization. Each Holder, by its acceptance of the Notesa Senior Note, (i) consents and agrees to the terms of the Escrow Agreement, including documents related thereto, as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no provisions amendment that would materially adversely affect the rights of the Holders of Senior Notes may be waived or modified in a manner materially adverse to the Holders effected without the consent of the Holders of a majority of the aggregate principal amount of the Senior Notes then outstanding; provided, further, that to the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption, no provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of all Holders), and (ii) authorizes and directs the Trustee to enter into the Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Issuers shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured pursuant to the Escrow AgreementSenior Notes, according to the intent and purpose expressed in the Escrow Agreementherein expressed. The Issuer Issuers shall take, or shall cause to be taken, any and all actions reasonably required to cause the creation and maintenance of, as security for the obligations of the Issuer Issuers under this Indenture and the Senior Notes as provided in the Escrow Agreement, valid and enforceable first priority perfected Liens in and on all of the Escrowed Property, in favor of the Trustee for its benefit and for the benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. The Trustee shall have no duty to file any financing or continuation statements or otherwise take any actions to perfect the Lien granted under the Escrow Agreement. For the avoidance of doubt, upon any termination of the Escrow Agreement, the Trustee hereby authorizes the Issuer to take all steps reasonably necessary to terminate any financing statements that have not been terminated pursuant to the Escrow Agreement or this Section 7.13 at the Issuer’s expense and the Trustee shall execute such other documents without recourse, representation or warranty of any kind as the Issuer may reasonably request in writing to evidence or confirm the termination of such security interest.

Escrow Authorization. Each Holder, by its acceptance of the Notesa Note, (i) consents and agrees to the terms of the Escrow Agreement, including documents related thereto, as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no provisions amendment that would materially adversely affect the rights of the Holders of Notes of a series may be waived or modified in a manner materially adverse to the Holders effected without the consent of the Holders of a majority of the aggregate principal amount of the Notes of such series then outstanding; provided, further, that to the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption, no provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of all Holders), and (ii) authorizes and directs the Trustee to enter into the Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Fincos shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured pursuant to the Escrow AgreementNotes, according to the intent and purpose expressed in the Escrow Agreementherein expressed. The Issuer Fincos shall take, or shall cause to be taken, any and all actions reasonably required to cause the creation and maintenance of, as security for the obligations of the Issuer Fincos under this Indenture and the Notes as provided in the Escrow Agreement, valid and enforceable first priority perfected Liens in and on all of the Escrowed Property, in favor of the Trustee for its benefit and for the benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. The Trustee shall have no duty to file any financing or continuation statements or otherwise take any actions to perfect the Lien granted under the Escrow Agreement. For the avoidance of doubt, upon any termination of the Escrow Agreement, the Trustee hereby authorizes the Issuer to take all steps reasonably necessary to terminate any financing statements that have not been terminated pursuant to the Escrow Agreement or this Section 7.13 at the Issuer’s expense and the Trustee shall execute such other documents without recourse, representation or warranty of any kind as the Issuer may reasonably request in writing to evidence or confirm the termination of such security interest.

Escrow Authorization. (a) Each Holder, by its acceptance of the Notesa Note, (i) consents and agrees to the terms of the Escrow Agreement, including documents related thereto, as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no provisions amendment or waiver that would materially adversely affect the rights of the Holders of the Notes (as determined in good faith by the Issuer) may be waived or modified in a manner materially adverse to the Holders effected without the consent of the Holders of a majority of the aggregate principal amount of the Notes then outstanding; provided, further, that to the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption, no provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of all Holders), and (ii) authorizes and directs the Trustee to enter into the Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured pursuant to the Escrow Agreementhereby, according to the intent and purpose expressed in the Escrow Agreementherein expressed. The Issuer shall take, or shall cause to be taken, any and all actions reasonably required to cause the creation Escrow Agreement to create and maintenance ofmaintain, as security for the obligations of the Issuer under this Indenture and the Notes as provided in the Escrow Agreement, valid and enforceable first priority perfected Liens in and on all of the Escrowed Property, in favor of the Trustee for its benefit and for the benefit of the Holders, superior to and prior to the rights of third Persons and subject to no other Liens. The Trustee shall have no duty to file any financing Whether or continuation statements or otherwise take any actions to perfect the Lien granted not expressly provided for therein, in executing, delivering and performing under the Escrow Agreement. For the avoidance of doubt, upon any termination of the Escrow Agreement, the Trustee hereby authorizes shall be entitled to all of the rights, privileges and immunities set forth in this Indenture. (b) The Issuer and each Holder, by its acceptance of a Note, acknowledges and agrees that the Trustee will not be responsible for (i) the existence, genuineness or value of any of the Escrowed Property or for the validity, perfection, priority or enforceability of the Liens granted to it, for the benefit of itself or the benefit of the Holders of the Notes, in any of the Escrowed Property, whether impaired by operation of law or by reason of any action or omission to act on its part under this Indenture or the Escrow Agreement, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee as determined in the final non-appealable judgment of a court of competent jurisdiction, (ii) the validity or sufficiency of the Escrowed Property or any agreement or assignment contained therein, or the validity of the title of the Issuer to take all steps reasonably necessary the Escrowed Property, (iii) insuring the Escrowed Property or for the payment of taxes, charges, assessments or Liens granted to terminate the Trustee, for the benefit of the Trustee and the Holders of the Notes, upon the Escrowed Property or otherwise as to the maintenance of the Escrowed Property. The Trustee hereby disclaims any financing statements that have not been terminated pursuant representation or warranty to the present and future Holders of the Notes concerning the perfection of the Liens granted under the Escrow Agreement or this Section 7.13 at in the Issuer’s expense and the Trustee shall execute such other documents without recourse, representation or warranty value of any kind as of the Issuer may reasonably request in writing to evidence or confirm the termination of such security interestEscrowed Property.

Escrow Authorization. Each Holder, by its acceptance of the Notesa Note, (i) consents and agrees to the terms of the Escrow Agreement, including documents related thereto, as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no provisions may be waived or modified in a manner materially adverse to the Holders without the consent of the Holders of a majority of the aggregate principal amount of the Notes then outstanding; provided, further, that to the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption, no provisions of the Escrow Agreement may be waived or modified in any manner materially adverse to the Holders without the written consent of all Holders), and (ii) authorizes and directs the Trustee to enter into the Escrow Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured pursuant to the Escrow Agreementhereby, according to the intent and purpose expressed in the Escrow Agreementherein expressed. The Issuer shall take, or shall cause to be taken, any and all actions reasonably required to cause the creation and maintenance of, as security for the obligations of the Issuer under this Indenture and the Notes as provided in the Escrow Agreement, valid and enforceable first priority perfected Liens in and on all of the Escrowed Property, in favor of the Trustee for its benefit and for the benefit of the HoldersHolders (pari passu with the Secured Notes Trustee and the holders of Secured Notes as provided in the Escrow Agreement), superior to and prior to the rights of third Persons and subject to no other Liens. The Trustee shall have no duty to file any financing or continuation statements or otherwise take any actions to perfect the Lien granted under the Escrow Agreement. For The Trustee shall not be liable for the avoidance validity, perfection, priority or enforceability of doubt, upon any termination of the Lien granted under the Escrow Agreement, the Trustee hereby authorizes the Issuer to take all steps reasonably necessary to terminate any financing statements that have not been terminated pursuant to the Escrow Agreement or this Section 7.13 at the Issuer’s expense and the Trustee shall execute such other documents without recourse, representation or warranty . Table of any kind as the Issuer may reasonably request in writing to evidence or confirm the termination of such security interest.Contents