Common use of Determinations Relating to Collateral Clause in Contracts

Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request from the Company, a Guarantor or the Notes Collateral Agent under any Collateral Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or a Guarantor’s obligations with respect thereto or (b) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document any material performance or the delivery of any material instrument or (c) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Guarantor set forth in any Collateral Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.

Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Guarantor Company or the Notes Collateral Agent an Owner under any Collateral Document Security Agreement for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Guarantor’s an Owner's obligations with respect thereto or (bii) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document Security Agreement any material performance or the delivery of any material instrument or (ciii) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor an Owner of any covenant or any material breach of any representation or warranty of the Company or a Guarantor an Owner set forth in any Collateral DocumentSecurity Agreement, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes Securities pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1i) direction from the Holders of a majority in principal amount of the Notes Securities in accordance with Section 6.05 hereof and (2ii) indemnification in accordance with Section 6.05.

Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Company or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a any Guarantor’s 's obligations with respect thereto or thereto, (bii) there shall be due to or required from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument or (ciii) a Responsible Officer of the Trustee shall become aware of any material nonperformance by the Company or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee's response or action is not otherwise specifically contemplated hereunder (including, without limitation, Section 8.01) or under the applicable Security Documents, then, in each such event, the Trustee shall, within seven Business Days, advise the Holders, in writing and at the Company's expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Section 8.02(c)(i), the Holders of not less than a majority in aggregate principal amount of the outstanding Notes pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 11.07, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the outstanding Notes (subject to Section 8.02(c)(i)); provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes Holders pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.

Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Guarantor or the Notes Collateral Agent under any Collateral Document Security Agreement for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Guarantor’s 's obligations with respect thereto or (bii) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document Security Agreement any material performance or the delivery of any material instrument or (ciii) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Guarantor set forth in any Collateral DocumentSecurity Agreement, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes Securities pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action or inaction if such action or inaction could subject it to environmental liabilities or taxation, require (1i) direction from the Holders of a majority in principal amount of the Notes Securities in accordance with Section 6.05 hereof and (2ii) indemnification in accordance with Section 6.05.

Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Issuer or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the CompanyIssuer’s or a any Guarantor’s obligations with respect thereto or thereto, (bii) there shall be due to or required from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument or (ciii) a Responsible Officer of the Trustee shall become aware of any material nonperformance by the Company Issuer or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company Issuer or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder (including, without limitation, Section 9.01) or under the applicable Security Documents, then, in each such event, the Trustee shall, within seven Business Days, advise the Holders, in writing and at the Issuer’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. The Holders of not less than a majority in aggregate principal amount of the then outstanding Securities pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 11.07, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the then outstanding Securities; provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes Holders pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.

Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Company or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or a any Guarantor’s obligations with respect thereto thereto; or (bii) there shall be due to or required from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument instrument; or (ciii) a Responsible Officer of the Trustee shall become aware of any material nonperformance by the Company or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder then, in each such event, the Trustee shall, within seven Business Days thereafter, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Article IX, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 12.9, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the outstanding Notes; provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.7). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05Holders.

Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request from the Company, a Guarantor or the Notes Collateral Agent under any Collateral Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Guarantor’s 's obligations with respect thereto or (b) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document any material performance or the delivery of any material instrument or (c) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Guarantor set forth in any Collateral Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.

Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Guarantor or the Notes Collateral Agent under any Collateral Document Security Agreement for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Guarantor’s 's obligations with respect thereto or (bii) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document Security Agreement any material performance or the delivery of any material instrument or (ciii) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Guarantor set forth in any Collateral DocumentSecurity Agreement, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes Securities pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1i) direction from the Holders of a majority in principal amount of the Notes Securities in accordance with Section 6.05 hereof and (2ii) indemnification in accordance with Section 6.05.

Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request from the Company, a Subsidiary Guarantor or the Notes Collateral Agent under any Collateral Document Security Agreement for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Subsidiary Guarantor’s 's obligations with respect thereto or (b) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document Security Agreement any material performance or the delivery of any material instrument or (c) the Trustee shall become aware of any material nonperformance by the Company or a Subsidiary Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Subsidiary Guarantor set forth in any Collateral DocumentSecurity Agreement, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes Securities pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes Securities in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.

Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Company or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a any Guarantor’s 's obligations with respect thereto or thereto, (bii) there shall be due to or required from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument or (ciii) a Responsible Officer of the Trustee shall become aware of any material nonperformance by the Company or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee's response or action is not otherwise specifically contemplated hereunder (including, without limitation, Section 9.01) or under the applicable Security Documents, then, in each such event, the Trustee shall, within seven Business Days, advise the Holders, in writing and at the Company's expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 11.07, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the then outstanding Notes; provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes Holders pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.

Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Company or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or a any Guarantor’s obligations with respect thereto (other than actions with respect to the Collateral on the part of the Trustee that do not, pursuant to the terms of this Indenture or any Security Document, require the consent of the Holders); or (bii) there shall be due to or required from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders including those agreements and acknowledgments contemplated in Section 10.03(g) hereof); or (ciii) a Responsible Officer of the Trustee shall become aware of any material nonperformance by the Company or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder or under the applicable Security Document then, in each such event, the Trustee shall, within seven Business Days thereafter, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Article 9, the Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 10.09, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount at maturity of the outstanding Notes; provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05Holders.

Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request from the Company, a Grantor Subsidiary Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Grantor Subsidiary Guarantor’s 's obligations with respect thereto or (b) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument or (c) the Trustee shall become aware of any material nonperformance by the Company or a Grantor Subsidiary Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Grantor Subsidiary Guarantor set forth in any Collateral Security Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes Securities pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes Securities in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.

Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Subsidiary Guarantor or the Notes Collateral Agent under any Collateral Document Security Agreement for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Subsidiary Guarantor’s 's obligations with respect thereto or (bii) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document Security Agreement any material performance or the delivery of any material instrument or (ciii) the Trustee shall become aware of any material nonperformance by the Company or a Subsidiary Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Subsidiary Guarantor set forth in any Collateral DocumentSecurity Agreement, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of 110 the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount at maturity of the Notes Securities pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1i) direction from the Holders of a majority in principal amount at maturity of the Notes Securities in accordance with Section 6.05 hereof and (2ii) indemnification in accordance with Section 6.05.

Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request from the Company, a the Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any the Collateral or the Company’s 's or a the Guarantor’s 's obligations with respect thereto or (b) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument or (c) the Trustee shall become aware of any material nonperformance non-performance by the Company or a the Guarantor of any covenant or any material breach of any representation or warranty of the Company or a the Guarantor set forth in any Collateral Security Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance non-performance or breach. The Trustee shall be fully protected in accordance with Article 7 VII hereof in the taking of any action with respect to the Notes recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 6.12 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 6.12 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 6.12 hereof and (2) indemnification in accordance with Section 6.056.12.