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. Subject to the provisions of Section 5.1 and 5.2 hereof and of the Security Documents, the Trustee shall, in its sole discretion and without the consent of the Holders of Securities, direct, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent to, take all actions the Trustee deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect, receive and distribute any and all amounts payable in respect of the obligations of the Issuer hereunder. The Trustee and the Collateral Agent, if applicable, shall have power to institute and maintain such suits and proceedings as 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of 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 Securities or of the Trustee or the Collateral Agent, if applicable).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 and 5.2 hereof and of the Security Documents, (a) the Trustee shallmay, in its sole discretion and without the consent of the Holders of Securities, direct, on behalf of or the Holders of Securities, and, if applicable, shall direct the Collateral Agent toCertificate Holders, take all actions the Trustee it deems necessary or appropriate in order to (ai) enforce any of the terms of the Security Documents and (bii) collect, to collect and receive and distribute any and all amounts payable in respect of the obligations of the Issuer hereunder. The hereunder or of the Hanover Guarantors under their respective Hanover Guarantees and (b) the Trustee and the Collateral Agent, if applicable, shall have power to institute and to maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of Securities and the Certificate 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 hereunder thereunder or be prejudicial to the interests of the Holders of Securities or the Certificate Holders of the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 the applicable Security Document and 5.2 hereof and to the terms of the Security DocumentsIntercreditor Agreement, (a) the Trustee shallmay, in its sole discretion and without the consent of the Holders of Securities, direct, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent toHolders, take all actions the Trustee it deems necessary or appropriate in order to (ai) enforce any of the terms of the Security Documents and (bii) collect, collect and receive and distribute any and all amounts payable in respect of the obligations Obligations of the Issuer hereunder. The hereunder and (b) the Trustee and the Collateral Agent, if applicable, shall have power to institute and to maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of Securities 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 of Securities or of the Trustee or the Collateral Agent, if applicableTrustee).. 71

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 The Trustee may collect and 5.2 hereof and of the Security Documents, the Trustee shall, in its sole discretion and without the consent of the Holders of Securities, direct, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent to, take all actions the Trustee deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect, receive and distribute any and all amounts payable in respect of the obligations Obligations of the Issuer Company hereunder. The Trustee and the Collateral Agent, if applicable, shall have power to institute and maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of 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 under any Collateral Document, or be prejudicial to the interests of the Holders of Securities or of the Trustee). Subject to the provisions of Article VI, the Trustee and the Collateral Agent shall have power to, in its sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee or the Collateral AgentAgent may deem expedient to preserve or protect its interests and the interests of the Trustee and the Holders 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 applicablethe enforcement of, or compliance with, such enactment, rule or order would impair the security hereunder or under any of the Security Documents, or be prejudicial to the interests of the Holders or the Trustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 Article Eight and 5.2 hereof and of the Security Documents, the Trustee shall, in its sole discretion and without the consent of the Holders of Securities, direct, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent to, may take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents collect and (b) collect, receive and distribute any and all amounts payable in respect of the obligations of the Issuer hereunderCompany and the Guarantors 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 extent provided in the Security Documents and the Intercreditor Agreement in connection with enforcing or effecting any term or provision of the Security Documents. The Trustee and the Collateral Agent, if applicable, shall have power to institute and maintain such suits and proceedings as the Trustee 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 Documents, this Indenture or this Indenturethe Intercreditor Agreement, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Collateral Agent and the Holders of Securities 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 of Securities or of the Trustee or the Collateral Agent), if applicable)but, other than in connection with a direction given under Section 7.05, the Trustee shall not have any obligation to exercise any such power or right.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 Sections 7.01 and 5.2 hereof and of the Security Documents7.02 hereof, the Trustee shallmay, in its sole discretion and without the consent of the Holders of SecuritiesNotes, direct, on behalf of the Holders of SecuritiesNotes, and, if applicable, shall direct the Collateral Agent toTrustee or the Collateral Agent, as the case may be, to take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect, collect and receive and distribute any and all amounts payable in respect of the obligations of the Issuer Company and Guarantee hereunder. The Trustee and the Collateral Agent, if applicable, shall have power to institute 108 and maintain such suits and proceedings as the Trustee it may deem expedient to prevent any impairment of the Pledged Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Pledged 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 Securities or of to the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 and 5.2 hereof and of the Security DocumentsDocuments to which it is a party and the Intercreditor Agreement, the Trustee shallmay (but shall not be required to), in its sole discretion and without the consent of the Holders of Securities, directHolders, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent toHolders, take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect, collect and receive and distribute any and all amounts payable in respect of the obligations Obligations of the Issuer Company and the Subsidiary Guarantors hereunder. The Trustee and the Collateral Agent, if applicable, shall have the power to institute and to maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests interest and the interests of the Holders of 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 Securities or of the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 and 5.2 hereof and of the Security DocumentsDocuments to which it is a party and the Intercreditor Agreement, the Trustee shallmay, in its sole discretion and without the consent of the Holders of Securities, directHolders, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent toHolders, take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect, collect and receive and distribute any and all amounts payable in respect of the obligations Obligations of the Issuer Company and the Guarantors hereunder. The Trustee and the Collateral Agent, if applicable, shall have the power to institute and to maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests interest and the interests of the Holders of 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 Securities or of the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 Sections 7.01 and 5.2 hereof and of the Security Documents7.02 hereof, the Trustee shall, in its sole discretion shall and without the consent of the Holders of SecuritiesSenior Subordinated Notes, direct, on behalf of the Holders of SecuritiesSenior Subordinated Notes, and, if applicable, shall direct the Collateral Agent to, Securities Intermediary to take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect, collect and receive and distribute any and all amounts payable in respect of the obligations of the Issuer Company hereunder. The Trustee and the Collateral Agent, if applicable, shall have power to institute and maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of 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 Securities or of to the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 Sections 7.01 and 5.2 hereof and of the Security Documents7.02 hereof, the Trustee shall, in its sole discretion and shall without the consent of the Holders of SecuritiesNotes, direct, on behalf of the Holders of SecuritiesNotes, and, if applicable, shall direct the Collateral Agent to, Securities Intermediary to take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect, collect and receive and distribute any and all amounts payable in respect of the obligations of the Issuer hereunder. The Trustee and the Collateral Agent, if applicable, shall have power to institute and maintain such suits and proceedings as the Trustee 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 or this IndentureIn- denture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of 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 Securities or of to the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. The Trustee shall act upon the written direction of the Securityholders with regard to all voting, consent and other rights granted to the Securityholders under the Security Documents. Subject to the provisions of Section 5.1 and 5.2 hereof and of the Security Documents, the Trustee shallmay, in its sole discretion and without the consent of the Holders of Securities, directSecurityholders, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent toSecurityholders, take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of its rights or any of the terms rights of the Securityholders under the Security Documents and (b) collect, receive and distribute any and all amounts payable from the Collateral in respect of the obligations of the Issuer Company and the Subsidiary Guarantors hereunder. The Trustee Subject to the provisions of the Security Documents and the Collateral AgentIntercreditor Agreement, if applicable, the Trustee shall have the power to institute and to maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests interest and the interests of the Holders of Securities Securityholders 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 Securities or of the Trustee Securityholders or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 Sections 7.01 and 5.2 hereof and of the Security Documents7.02 hereof, the Trustee shallmay, in its sole discretion and without the consent of the Holders of SecuritiesNotes, direct, on behalf of the Holders of SecuritiesNotes, and, if applicable, shall direct the Collateral Agent toTrustee or the Collateral Agent, as the case may be, to take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect, collect and receive and distribute any and all amounts payable in respect of the obligations of the Issuer Company hereunder. The Trustee and the Collateral Agent, if applicable, shall have power to institute and maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of 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 Securities or of to the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 SECTION 7.01 and 5.2 hereof and of the Security Documents7.02 hereof, the Trustee shall, in its sole discretion and without the consent of the Holders of SecuritiesNotes, direct, on behalf of the Holders of SecuritiesNotes, and, if applicable, shall direct the Collateral Agent to, to take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect, receive and distribute any and all amounts payable in respect of the obligations Obligations of the Issuer Company hereunder. The Trustee and the Collateral Agent, if applicable, shall have power to institute and maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of Securities 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 Securities Notes or of the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 and 5.2 hereof and of the applicable Security Documents, (a) the Trustee shalland the Collateral Agent may, in its their sole discretion and without the consent of the Holders of Securities, direct, on behalf holders of the Holders of Securities, and, if applicable, shall direct the Collateral Agent to, take all actions the Trustee deems they deem necessary or appropriate in order to (ai) enforce any of the terms of the Security Documents and (bii) collect, collect and receive and distribute any and all amounts payable in respect of the obligations of the Issuer Company hereunder. The , and (b) the Trustee and the Collateral Agent, if applicable, Agent shall have power to institute and to maintain such suits and proceedings as the Trustee they 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 or this Indenture, and such suits and proceedings as the Trustee or and the Collateral Agent, if applicable, Agent may deem expedient to preserve or protect its their interests and the interests of the Holders holders of the Securities 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 holders of Securities or of the Securities, the Trustee or the Collateral Agent). Notwithstanding the foregoing, if applicable)the Trustee may, at the expense of the Company, request the direction of the holders of the Securities with respect to any such actions and upon receipt of the written consent of the holders of the Securities of at least a majority in aggregate principal amount of the outstanding Securities, shall take such actions.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 and 5.2 hereof and of the Security Documents, the The Trustee shallmay, in its sole discretion and without the consent of the Holders of SecuritiesHolders, direct, on behalf but subject to Article VII and the terms of the Holders of Securities, and, if applicable, shall direct the Collateral Agent toIntercreditor Agreements, take all actions the Trustee it deems necessary or appropriate in order to (a) enforce or effect the Security Documents. Such actions shall include, but not be limited to, enforcing or effecting any of the terms term or provision of the Security Documents and (b) collector advising, receive and distribute instructing or otherwise directing the collateral agent or other appropriate Person under any and all amounts payable in Intercreditor Agreement with respect to the enforcement of any right or remedy with respect to Collateral and/or any term or provision of the obligations Security Documents. Subject to the provisions of the Issuer hereunder. The Trustee Security Documents (and the Collateral AgentIntercreditor Agreements), if applicable, the Trustee shall have the power to institute and to maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of 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 Securities or of the Trustee). In addition, the Trustee or the Collateral Agent, if applicable).may act upon any Subordination

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 this Indenture and 5.2 hereof and of the Security Documents, (a) the Trustee shallmay but is not obligated to, in its sole discretion and without the consent of the Holders of Securities, direct, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent toNoteholders, take all actions the Trustee as it deems necessary or appropriate in order to (ai) enforce any of the terms of the Security Documents Secured Note Loan Documents; (ii) collect and (b) collect, receive and distribute any and all amounts payable in respect of the obligations Obligations of the Issuer hereunder. The Trustee Corporation, each Restricted Subsidiary and the Collateral Agenteach Unrestricted Subsidiary, if as applicable, shall hereunder or (iii) deliver waivers, releases, estoppel letters or similar instruments in connection with any Permitted Liens; and (b) the Trustee will have power to institute and to maintain such suits and proceedings Proceedings as the Trustee 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 Secured Note Loan Documents or this Indenture, and such suits and proceedings Proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of Securities Noteholders in the Collateral (including the power to institute and maintain suits or proceedings 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 Liens thereunder or be prejudicial to the interests of the Holders of Securities Noteholders or of the Trustee). No duty beyond that of a reasonably prudent corporate trustee will rest upon the Trustee in taking any such action or the Collateral Agent, if applicable)instituting and maintaining any such Proceedings pursuant to this Section 9.09.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 8.01 and 5.2 hereof and of the Security Documents8.02 hereof, the Trustee shall, in its sole discretion and without the consent of the Holders of Securities, directNotes, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent toNotes, take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect, receive and distribute any and all amounts payable in respect of the obligations Obligations of the Issuer hereunderCompany hereunder or under the Security Documents. The Trustee and the Collateral Agent, if applicable, shall have the power to institute and maintain such suits and proceedings as the Trustee it either may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of Securities 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 Securities Notes or of the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 Sections 7.01 and 5.2 hereof 7.12 and Article IX, the provisions of the Security DocumentsDocuments and any applicable provisions of the TIA, the Trustee shallmay, in its sole discretion and without the consent of the Holders of Securities, take, on behalf of the Holders of Securities, or direct, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent toto take, take all actions the Trustee it deems necessary or appropriate in order to (a1) enforce any of the terms of the Security Documents and (b2) collect, collect and receive and distribute any and all amounts payable in respect of the obligations of the Issuer Company hereunder. The Subject to the provisions of the Security Documents, the Trustee and the Collateral Agent, if applicable, shall have power to institute and maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of 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 Securities or of to the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 and 5.2 hereof and of the Security Documents, the The Trustee shallmay, in its sole discretion and without the consent of the Holders of SecuritiesHolders, direct, on behalf but subject to Article VII and the terms of the Holders of Securities, and, if applicable, shall direct the Collateral Agent toIntercreditor Agreement, take all actions the Trustee it deems necessary or appropriate in order to (a) enforce or effect the Security Documents. Such actions shall include, but not be limited to, enforcing or effecting any of the terms term or provision of the Security Documents and (b) collector advising, receive and distribute instructing or otherwise directing the collateral agent or other appropriate Person under any and all amounts payable in Intercreditor Agreement with respect to the enforcement of any right or remedy with respect to Collateral and/or any term or provision of the obligations Security Documents. Subject to the provisions of the Issuer hereunder. The Trustee Security Documents (and the Collateral AgentIntercreditor Agreement), if applicable, the Trustee shall have the power to institute and to maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of 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 Securities or of the 75 83 Trustee). In addition, the Trustee may act upon any Subordination Request or Release Request by the Collateral AgentCompany (or with respect to any Security Documents, if applicable)the grantor of the Security Interest thereunder) on behalf of the Company.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 the Intercreditor Agreement and 5.2 hereof and of the Second-Priority Security DocumentsDocuments hereof, the Trustee shallmay, in its sole discretion and without the consent of the Holders (and shall, at the direction of SecuritiesHolders holding the requisite principal amount of Notes), direct, on behalf of the Holders of SecuritiesHolders, and, if applicable, shall direct the Collateral Agent to, to take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Intercreditor Agreement and the Second-Priority Security Documents and (b) collect, collect and receive and distribute any and all amounts payable in respect of the obligations of the Issuer AirGate hereunder. The Trustee and the Collateral Agent, if applicable, shall have the power to institute and maintain such suits and proceedings as the Trustee it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Intercreditor Agreement and the Second-Priority Security Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of Securities 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 Securities or of the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 and 5.2 hereof and of the Security Documents, (a) the Trustee shallmay, in its sole discretion and without the consent of the Holders of Securities, direct, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent toHolders, take all actions the Trustee it deems necessary or appropriate in order to (ai) enforce any of the terms of the Security Documents and (bii) collect, to collect and receive and distribute any and all amounts payable in respect of the obligations of the Issuer hereunder. The Company hereunder or of the Subsidiaries of the Company under the relevant Subsidiary Guarantee and (b) the Trustee and the Collateral Agent, if applicable, shall have power to institute and to maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of Securities 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 of Securities or of the Trustee or the Collateral AgentTrustee). 102 Draft - January 14, if applicable).2004 Exhibit C

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 and 5.2 hereof and of the Security Documents, the The Trustee shallmay, in its sole discretion and without the consent of the Holders of SecuritiesHolders, direct, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent tobut subject to Article VII, take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of or effect the Security Documents and (b) collect, collect and receive and distribute any and all amounts payable in respect of the obligations of the Issuer hereunderCompany hereunder in accordance with and to the extent provided in the Security Documents. The Such actions shall include, but not be limited to, enforcing or effecting any term or provision of the Security Documents. Subject to the provisions of the Security Documents, the Trustee and the Collateral Agent, if applicable, shall have the power to institute and to maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of 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 -83- 91 hereunder or be prejudicial to the interests of the Holders of Securities or of the Trustee). In addition, the Trustee may act upon any Release Request by the Company (or with respect to any Security Documents, the Collateral Agent, if applicable)grantor of the security interest thereunder) on behalf of the Company.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 the Intercreditor Agreement and 5.2 hereof and of the Security Documents, the Trustee shallmay, in its sole discretion and without the consent of the Holders (and shall, at the direction of SecuritiesHolders holding the requisite principal amount of Notes), direct, on behalf of the Holders of SecuritiesHolders, and, if applicable, shall direct the Collateral Agent to, to take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Intercreditor Agreement and the Security Documents and (b) collect, collect and receive and distribute any and all amounts payable in respect of the obligations of the Issuer AirGate hereunder. The Trustee and the Collateral Agent, if applicable, shall have the power to institute and maintain such suits and proceedings as the Trustee it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Intercreditor Agreement and the Security Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of Securities 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 Securities or of the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 and 5.2 hereof and of the Security Documentshereof, the Trustee shall, in its sole discretion and without the consent of the Holders of Securities, direct, on behalf of the Holders of Securities, and, if applicable, shall direct the Collateral Agent to, Trustee to take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect, receive and distribute any and all amounts payable in respect of the obligations of the Issuer hereunder. The Trustee and the Collateral Agent, if applicable, Trustee shall have power to institute and maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of 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 Securities or of the Trustee or the Collateral Agent, if applicableTrustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Section 5.1 Sections 7.1 and 5.2 7.2 hereof and of the Security Documents, the Trustee shallmay, in its sole discretion and but is not obligated to, without the consent of the Holders of Securities, directHolders, on behalf of the Holders of SecuritiesHolders, and, if applicable, shall direct the Collateral Agent to, Trustee to take all actions the Trustee it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect, collect and receive and distribute any and all amounts payable in respect of the obligations Obligations of the Issuer Company hereunder. The Subject to the Security Documents, the Trustee and the Collateral Agent, if applicable, shall have power to institute and maintain such suits and proceedings as the Trustee 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 or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent, if applicable, may deem expedient to preserve or protect its interests and the interests of the Holders of 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 Securities or of the Trustee or the Collateral Agent, if applicableTrustee).