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 the Security Documents and the Intercreditor Agreement, (a) the Trustee may, in its sole discretion and without the consent of the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Security Documents or the Intercreditor Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company and the Guarantors or the Revolver Agent hereunder or thereunder and (b) the Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement, the Guarantees, or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder or be prejudicial to the interests of the Holders or of the Trustee). The Trustee is hereby expressly authorized to execute, deliver and perform its obligations under the Security Documents and the Intercreditor Agreement. Except during the continuance of an Event of Default, the Trustee shall not be required to take any action under the Security Documents or the Intercreditor Agreement that involves the exercise by it of discretion. The Trustee may, however, take any such action upon the basis of, at the election of the Trustee, either an Officers' Certificate or an Opinion of Counsel, or both, of the Company stating the nature of the proposed action and that any such action (i) is appropriate, necessary or advisable under the circumstances, (ii) complies with this Indenture, the Intercreditor Agreement and the Security Documents, and (iii) does not adversely affect the interests of the Holders; provided that the foregoing shall not limit the ability of the Trustee to take action at its discretion in the absence of such an Officers' Certificate or Opinion of Counsel. Except during the continuance of an Event of Default, the Trustee may refrain from taking any such action pending receipt of such Officers' Certificate and/or Opinion of Counsel, if so requested by it, and shall incur no liability to any person for failure to take any such action pending receipt thereof. The Trustee shall be fully protected in acting on the basis of any such Officers' Certificate and/or Opinion of Counsel and shall incur no liability to any person arising out of any action taken on the basis thereof.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of the Security Documents and the Intercreditor AgreementDocuments, (a) the Trustee may, in its sole discretion and without the consent of the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Security Documents or the Intercreditor Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company and the Guarantors or the Revolver Agent Makers hereunder or thereunder and (b) the Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement, the Guarantees, Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder or be prejudicial to the interests of the Holders or of the Trustee). The Trustee is hereby expressly authorized to execute, deliver and perform its obligations under the Security Documents and the Intercreditor AgreementDocuments. Except during the continuance of an Event of Default, the Trustee shall not be required to take any action under the Security Documents or the Intercreditor Agreement that involves the exercise by it of discretion. The Trustee may, however, take any such action upon the basis of, at the election of the Trustee, either an Officers' Certificate or an Opinion of Counsel, or both, of the Company stating the nature of the proposed action and that any such action (i) is appropriate, necessary or advisable under the circumstances, (ii) complies with this Indenture, the Intercreditor Agreement Indenture and the Security Documents, Documents and (iii) does not adversely affect the interests of the Holders; provided that the foregoing shall not limit the ability of the Trustee to take action at its discretion in the absence of such an Officers' Certificate or Opinion of Counsel. Except during the continuance of an Event of Default, the Trustee may refrain from taking any such action pending receipt of such Officers' Certificate and/or Opinion of Counsel, if so requested by it, and shall incur no liability to any person for failure to take any such action pending receipt thereof. The Trustee shall be fully protected in acting on the basis of any such Officers' Certificate and/or Opinion of Counsel and shall incur no liability to any person arising out of any action taken on the basis thereof.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of the Security Documents and the Intercreditor Agreement, (a) the The Trustee may, 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 (ia) enforce any of the terms of the Security Documents or the Intercreditor Agreement and (iib) collect and receive any and all amounts payable in respect of the obligations Obligations of the Company and the Guarantors or the Revolver Agent hereunder or thereunder and (b) the Guarantors, if any, hereunder. The Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any act acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreement, the Guarantees, Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests interest and the interests of the Holders in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder hereunder or be prejudicial to the interests of the Holders or of the Trustee). The Trustee is hereby expressly authorized to execute, deliver and perform its obligations In connection with acting as mortgagee under the Security Documents and the Intercreditor Agreement. Except during the continuance of an Event of Default, the Trustee shall not be required to take any action under the Security Documents or the Intercreditor Agreement that involves the exercise by it of discretion. The Trustee may, however, take any such action upon the basis of, at the election either of the Trustee, either an Officers' Certificate or an Opinion of Counsel, or both, of the Company stating the nature of the proposed action and that any such action (i) is appropriate, necessary or advisable under the circumstances, (ii) complies with this Indenture, the Intercreditor Agreement and the Security Documents, and (iii) does not adversely affect the interests of the Holders; provided that the foregoing shall not limit the ability of the Trustee to take action at its discretion in the absence of such an Officers' Certificate or Opinion of Counsel. Except during the continuance of an Event of DefaultMortgages, the Trustee may refrain from taking appoint a co-trustee in any such action pending receipt jurisdiction where realty of such Officers' Certificate and/or Opinion of Counselthe Company subject to the Mortgages is located, if so requested required by itapplicable law. Such co-trustee shall be appointed solely to act as mortgagee, and the trustee shall incur no liability to not be responsible for the acts or omissions of any person for failure to take any co-trustee provided such action pending receipt thereofco-trustee was selected with due care. The Trustee shall co-trustee may be fully protected in acting on an affiliate of the basis of any such Officers' Certificate and/or Opinion of Counsel and shall incur no liability to any person arising out of any action taken on the basis thereoftrustee.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the provisions of the Security Documents and the Intercreditor Agreement, (a) the The Trustee may, in its sole discretion and without the consent of the Holders, but subject to Article VII [AND THE TERMS OF THE INTERCREDITOR AGREEMENTS], take all actions it deems necessary or appropriate in order to (i) 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 or [OR ADVISING, INSTRUCTING OR OTHERWISE DIRECTING THE COLLATERAL AGENT UNDER THE INTERCREDITOR AGREEMENTS WITH RESPECT TO THE ENFORCEMENT OF ANY TERM OR PROVISION OF THE SECURITY DOCUMENTS]. Subject to the Intercreditor Agreement and (ii) collect and receive any and all amounts payable in respect provisions of the obligations of the Company and the Guarantors or the Revolver Agent hereunder or thereunder and Security Documents [(b) AND THE INTERCREDITOR AGREEMENTS)], the Trustee shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any act that acts which may be unlawful or in violation of the Security Documents, the Intercreditor Agreement, the Guarantees, Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder hereunder or be prejudicial to the interests of the Holders or of the Trustee). The Trustee is hereby expressly authorized to execute, deliver and perform its obligations under the Security Documents and the Intercreditor Agreement. Except during the continuance of an Event of Default, the Trustee shall not be required to take any action under the Security Documents or the Intercreditor Agreement that involves the exercise by it of discretion. The Trustee may, however, take any such action upon the basis of, at the election of the Trustee, either an Officers' Certificate or an Opinion of Counsel, or both, of the Company stating the nature of the proposed action and that any such action (i) is appropriate, necessary or advisable under the circumstances, (ii) complies with this Indenture, the Intercreditor Agreement and the Security Documents, and (iii) does not adversely affect the interests of the Holders; provided that the foregoing shall not limit the ability of the Trustee to take action at its discretion in the absence of such an Officers' Certificate or Opinion of Counsel. Except during the continuance of an Event of DefaultIn addition, the Trustee may refrain from taking act upon any such action pending receipt of such Officers' Certificate and/or Opinion of Counsel, if so requested Subordination Request or Release Request by it, and shall incur no liability the Company (or with respect to any person for failure to take any such action pending receipt thereof. The Trustee shall be fully protected in acting Security Documents, the grantor of the Security Interest thereunder) on behalf of the basis of any such Officers' Certificate and/or Opinion of Counsel and shall incur no liability to any person arising out of any action taken on the basis thereofCompany.