Common use of Authorization of Actions to Be Taken Clause in Contracts

Authorization of Actions to Be Taken. (a) Each Holder, by its acceptance of Securities, consents and agrees to the terms of each Security Document, as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and other holders of Note Obligations as set forth in the Security Documents to which it is a party and to perform its obligations and exercise its rights and powers thereunder. Furthermore, each Holder, by its acceptance of Securities, consents and agrees to the terms of Notes Security Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement and the First-Lien Intercreditor Agreement, as originally in effect and as Refinanced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Notes Security Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement and the First-Lien Intercreditor Agreement to which it will be a party, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and the other holders of Securities Obligations as set forth in such agreements to which it is a party and to perform its obligations and exercise its rights and powers thereunder.

Authorization of Actions to Be Taken. (a) Each Holderholder of Notes, by its acceptance of Securitiesthereof, appoints the First-Priority Collateral Agent as its collateral agent under the Security Documents, consents and agrees to the terms of each Security Document, Document and the First Lien Intercreditor Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the First-Priority Collateral Agent to enter into the First Lien Intercreditor Agreement and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the First-Priority Collateral Agent to enter into, and the First-Priority Collateral Agent to execute and deliver, the Security Documents and First Lien Intercreditor Agreement and authorizes and empowers the Trustee and the First-Priority Collateral Agent to bind the Holders holders of Notes and other holders of Note Obligations secured by the Security Documents as set forth in the Security Documents to which it is a party and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder. Furthermore, each Holder, by its acceptance of Securities, consents and agrees Subject to the terms provisions of Notes the First Lien Intercreditor Agreement and the Security AgreementDocuments, the Senior Lien Intercreditor Agreement, Trustee and the First-Priority Intercreditor Agreement and the First-Lien Intercreditor Agreement, as originally in effect and as Refinanced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent are authorized and empowered to enter into receive for the benefit of the holders of Notes any funds collected or distributed under the Security Agreement, the Senior Lien Intercreditor Agreement, Documents to which the First-Priority Intercreditor Agreement and the First-Lien Intercreditor Agreement to which it will be a party, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and the other holders of Securities Obligations as set forth in such agreements to which it or Trustee is a party and to perform its obligations and exercise its rights and powers thereundermake further distributions of such funds to the holders of Notes according to the provisions of this Indenture.

Authorization of Actions to Be Taken. (a) Each HolderHolder of Notes, by its acceptance of Securitiesthereof, (i) appoints the Collateral Agent as its agent under this Indenture, the Note Security Documents and any Permitted Intercreditor Agreement, (ii) consents and agrees to the terms of each Note Security DocumentDocument and each Permitted Intercreditor Agreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, (iii) authorizes and directs the Trustee and the Collateral Agent to enter into the Note Security Documents and each Permitted Intercreditor Agreement to which it is a party, and (iv) authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and other holders of Note Obligations Notes as set forth in the Note Security Documents and each Permitted Intercreditor Agreement to which it is a party and to perform its obligations and exercise its rights and powers powers. Whether or not expressly provided in any Note Security Document or any Permitted Intercreditor Agreement, in entering and acting thereunder, the Collateral Agent (and the Trustee, if applicable) shall be entitled to all of the rights, privileges, immunities and indemnities set forth in this Indenture. Furthermore, each Holder, by its acceptance of Securities, consents and agrees Notwithstanding any provision to the terms of Notes Security Agreementcontrary contained elsewhere in this Indenture, the Senior Lien Note Security Documents and any Permitted Intercreditor Agreement, the First-Priority Intercreditor Agreement duties of the Collateral Agent shall be ministerial and the First-Lien Intercreditor Agreementadministrative in nature, as originally in effect and as Refinanced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into shall not have any duties or responsibilities, except those expressly set forth herein and in the Notes Security Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement and the First-Lien Intercreditor Agreement other documents to which it will be the Collateral Agent is a party, and authorizes and empowers the Trustee and nor shall the Collateral Agent have or be deemed to bind have any trust or other fiduciary relationship with the Holders Trustee, any Holder or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Note Security Documents or any Permitted Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other holders implied (or express) obligations arising under agency doctrine of Securities Obligations any applicable law. Instead, such term is used merely as set forth in such agreements a matter of market custom, and is intended to which it is a party and to perform its obligations and exercise its rights and powers thereunder.create or reflect only an administrative relationship between independent contracting parties. 151

Authorization of Actions to Be Taken. (a) Each HolderHolder of Notes, by its acceptance of Securitiesthereof, (i) appoints the Collateral Agent as its agent under this Indenture, the Note Security Documents and any Permitted Intercreditor Agreement, (ii) consents and agrees to the 152 terms of each Note Security DocumentDocument and each Permitted Intercreditor Agreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, (iii) authorizes and directs the Trustee and the Collateral Agent to enter into the Note Security Documents and each Permitted Intercreditor Agreement to which it is a party, and (iv) authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and other holders of Note Obligations Notes as set forth in the Note Security Documents and each Permitted Intercreditor Agreement to which it is a party and to perform its obligations and exercise its rights and powers powers. Whether or not expressly provided in any Note Security Document or any Permitted Intercreditor Agreement, in entering and acting thereunder, the Collateral Agent (and the Trustee, if applicable) shall be entitled to all of the rights, privileges, immunities and indemnities set forth in this Indenture. Furthermore, each Holder, by its acceptance of Securities, consents and agrees Notwithstanding any provision to the terms of Notes Security Agreementcontrary contained elsewhere in this Indenture, the Senior Lien Note Security Documents and any Permitted Intercreditor Agreement, the First-Priority Intercreditor Agreement duties of the Collateral Agent shall be ministerial and the First-Lien Intercreditor Agreementadministrative in nature, as originally in effect and as Refinanced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into shall not have any duties or responsibilities, except those expressly set forth herein and in the Notes Security Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement and the First-Lien Intercreditor Agreement other documents to which it will be the Collateral Agent is a party, and authorizes and empowers the Trustee and nor shall the Collateral Agent have or be deemed to bind have any trust or other fiduciary relationship with the Holders Trustee, any Holder or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Note Security Documents or any Permitted Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other holders implied (or express) obligations arising under agency doctrine of Securities Obligations any applicable law. Instead, such term is used merely as set forth in such agreements a matter of market custom, and is intended to which it is a party and to perform its obligations and exercise its rights and powers thereundercreate or reflect only an administrative relationship between independent contracting parties.

Authorization of Actions to Be Taken. (a) Each Holder, by its acceptance of Securities, consents and agrees to the terms of each Security Document, as in the form attached hereto and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and other holders of Note Obligations as set forth in the Security Documents to which it is a party and to perform its obligations and exercise its rights and powers thereunder. Furthermore, each Holder, by its acceptance of Securities, consents and agrees to the terms of Notes Security Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement and the First-Lien Priority Intercreditor Agreement, as originally in effect and as Refinanced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Notes Security Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement and the First-Lien Priority Intercreditor Agreement to which it will be a party, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and the other holders of Securities Obligations as set forth in such agreements to which it is a party and to perform its obligations and exercise its rights and powers thereunder.

Authorization of Actions to Be Taken. (a) Each HolderHolder of Notes, by its acceptance of Securitiesthereof, (i) appoints the Collateral Agent as its agent under this Indenture, the Note Security Documents and any Permitted Intercreditor Agreement, (ii) consents and agrees to the terms of each Note Security DocumentDocument and each Permitted Intercreditor Agreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, (iii) authorizes and directs the Trustee and the Collateral Agent to enter into the Note Security Documents and each Permitted Intercreditor Agreement to which it is a party, and (iv) authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and other holders of Note Obligations Notes as set forth in the Note Security Documents and each Permitted Intercreditor Agreement to which it is a party and to perform its obligations and exercise its rights and powers powers. Whether or not expressly provided in any Note Security Document or any Permitted Intercreditor Agreement, in entering and acting thereunder, the Collateral Agent (and the Trustee, if applicable) shall be entitled to all of the rights, privileges, immunities and indemnities set forth in this Indenture. Furthermore, each Holder, by its acceptance of Securities, consents and agrees Notwithstanding any provision to the terms of Notes Security Agreementcontrary contained elsewhere in this Indenture, the Senior Lien Note Security Documents and any Permitted Intercreditor Agreement, the First-Priority Intercreditor Agreement duties of the Collateral Agent shall be ministerial and the First-Lien Intercreditor Agreementadministrative in nature, as originally in effect and as Refinanced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into shall not have any duties or responsibilities, except those expressly set forth herein and in the Notes Security Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement and the First-Lien Intercreditor Agreement other documents to which it will be the Collateral Agent is a party, and authorizes and empowers the Trustee and nor shall the Collateral Agent have or be deemed to bind have any trust or other fiduciary relationship with the Holders Trustee, any Holder or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Note Security Documents or any Permitted Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other holders implied (or express) obligations arising under agency doctrine of Securities Obligations any applicable law. Instead, such term is used merely as set forth in such agreements a matter of market custom, and is intended to which it is a party and to perform its obligations and exercise its rights and powers thereundercreate or reflect only an administrative relationship between independent contracting parties.

Authorization of Actions to Be Taken. (a) Each HolderHolder of Notes, by its acceptance of Securitiesthereof, appoints the Notes Collateral Agent as its collateral agent under the Security Documents, consents and agrees to the terms of each Security Document, the Escrow Agreement, the Intercreditor Agreement and any future intercreditor agreement under Section 12.02(g) as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and and/or the Notes Collateral Agent to enter into the Escrow Agreement, the Intercreditor Agreement and the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Notes Collateral Agent to enter into, and the Notes Collateral Agent to execute and deliver, the Security Documents and Intercreditor Agreement and authorizes and empowers the Trustee and the Notes Collateral Agent to bind the Holders of Notes and other holders of Note Obligations secured by the Security Documents as set forth in the Security Documents to which it is a party and to perform its obligations and exercise its rights and powers thereunder. Furthermore, each Holder, by its acceptance of Securities, consents and agrees to the terms of Notes Security Agreementparty, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement and the First-Lien Intercreditor Agreement, as originally in effect and as Refinanced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Notes Security Agreement, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement and the First-Lien Intercreditor Agreement to which it will be a party, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and the other holders of Securities Obligations as set forth in such agreements to which it is a party any future intercreditor agreement under Section 12.02(g) and to perform its obligations and exercise its rights and powers thereunder.