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 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 (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 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 '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 (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.

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 or the Security Agent shall receive any written request from the Company, a Issuer or any Mortgaged 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 obligations of the Issuer or a Guarantor’s obligations such Mortgaged Guarantor with respect thereto or (bii) there shall be due to or required from the Trustee or the Notes Collateral Security Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument or (ciii) the Trustee or the Security Agent shall become aware of any material nonperformance by the Company Issuer or a any Mortgaged Guarantor of any covenant or any material breach of any representation or warranty of the Company Issuer or a such Mortgaged Guarantor set forth in any Collateral Security Document, then, in each such event, the Trustee Security Agent shall be entitled (but not obligated) (upon notice to hire, the Trustee) at the sole reasonable cost and expense of the Company, Issuer to hire experts, consultants, agents and attorneys (including, without limitation, those with appropriate experience and qualifications in all aspects of shipping, including operations and finance) to advise the Trustee Security Agent on the manner in which the Trustee Security Agent 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 or to act on its behalf, including without limitation, in connection with Collateral located outside the United States. The Trustee Security Agent 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 andand for any action taken by such consultant, the Trustee mayagent or attorney. Global Ship Lease, 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.Inc. Indenture Page 156

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 in compliance with Section 103 from PCI, 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 Guarantor’s any Obligor's obligations with respect thereto 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 Document, any material performance or the delivery of any material instrument instrument, or (c) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor any Obligor of any covenant or any material breach of any representation or warranty of PCI, the 135 Company or a any Guarantor set forth in any Collateral Security Document, then, in each such event, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to (x) enforce any of the terms of the Security Documents, and (y) collect and receive any and all amounts payable in respect of the obligations of the Obligors hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it 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 and 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 or to the Trustee). The Trustee shall be entitled to hireentitled, at the sole reasonable cost and expense of the CompanyCompany and subject to Sections 602 hereof, to hire experts, consultants, agents and attorneys (including internal counsel) 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 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 (including internal counsel) 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 of the aggregate principal amount of the Notes in accordance with Securities then Outstanding pursuant to Section 6.05 hereof and (2) indemnification in accordance with Section 6.05505 hereof.

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 (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 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 Prior to the occurrence and continuance of an Event of Default and receipt of an Enforcement Notice from Lenders' Collateral Agent any Secured Party, in the event (ai) the Trustee Collateral Agent shall receive any written request from the Company, a Guarantor or the Notes Collateral Agent any Pledgors under any Collateral Document this Agreement for consent or approval with respect to any matter or thing relating to any Pledged Collateral or the Company’s or a Guarantor’s such Pledgor's obligations with respect thereto and which matter or thing is, under the terms of this Agreement, of a nature such that the Collateral Agent shall not be entitled to respond thereto or determines not to respond thereto or (bii) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document this Agreement any material performance or the delivery of any material instrument or (ciii) the Trustee Collateral Agent shall become aware of any material nonperformance by the Company or a Guarantor any Pledgor of any covenant or any material breach of any representation representations or warranty of the Company or a Guarantor such Pledgor set forth in any Collateral Documentthis Agreement, then, in each such event, the Trustee Collateral Agent shall, within three Business Days, advise all Secured Parties in writing of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the non-performance or breach of which the Collateral Agent has become aware. The Lenders' Collateral Agent shall have the exclusive authority to direct the Collateral Agent's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Subject to each Pledgor's rights and obligations under the provisions of Section 4.17 of this Agreement, the Lenders' Collateral Agent shall have the sole authority to direct the conduct of the Collateral Agent with respect to any disposition of a Net Condemnation Award or Net Insurance Proceeds. In the event the Collateral Agent shall be entitled required to hirerespond to any of the circumstances contemplated in this Section 13.3, the Collateral Agent shall be entitled, at the sole reasonable cost and expense of the CompanyBorrower, to hire experts, consultants, agents and attorneys to advise the Trustee Collateral Agent 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 breachshall respond thereto. The Trustee Collateral Agent 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 Lenders' Collateral Agent 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 6.05hereto.

Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Guarantor PCAC or the Notes Collateral Agent PAI 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, PCAC's or a Guarantor’s PAI'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 Security Document any material performance or the delivery of any material instrument or (ciii) the Trustee shall become aware of any material nonperformance by the Company Company, PCAC or a Guarantor PAI of any covenant or any material breach of any representation or warranty of the Company Company, PCAC or a Guarantor PAI set forth in any Collateral Security Document, then, in each such event, the Trustee shall be entitled to hireentitled, at the sole reasonable cost and expense of the CompanyCompany and subject to Sections 602(d) and (h) hereof, to 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 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 or agreed to by the Majority Holders pursuant to Section 505 hereof. - 167 - 181 Section 1407. Trust Moneys. To the extent Trust Moneys consist of insurance proceeds or condemnation or other taking awards, any such moneys which may be used to effect a restoration of the affected Collateral shall be permitted to be withdrawn by the Company and paid by indemnification provided the Collateral Agent, upon a Company Order to reimburse the Company, PCAC or PAI for expenditures made or costs incurred to repair, rebuild or replace the destroyed, damaged, or taken Collateral, upon confirmation by the Trustee that it has received the appropriate documentation. The Company shall deliver (a) an Officers' Certificate certifying as to expenditures made or costs incurred, the necessity or desirability in the conduct of the Company's business of the repaired, rebuilt, or replaced property, and the fair market value of such property as of the date of the expenditures, (b) an Opinion of Counsel as to the validity and perfection of the Collateral Agent's lien on the repaired or replaced Collateral and (c) an architect's certificate as to the costs of such restoration and compliance with law, all in accordance with Section 6.05 the Intercreditor Agreements. To the extent Trust Moneys consist of Collateral Proceeds, and other sections of this Indenture if the Company intends to reinvest such action is agreed proceeds in the Company or in one or more Restricted Subsidiaries in a Related Business, such Trust Moneys shall be permitted to be withdrawn by Holders of a majority in principal amount of the Notes pursuant Company upon delivery to Section 6.05 and, the Trustee mayand the Collateral Agent of (a) a Company Order regarding such withdrawal, (b) an officer's certificate certifying compliance with the Indenture, (c) instruments granting the Collateral Agent first priority liens, for the benefit of (i) the Trustee, for itself and the Holders, and the Term Loan Agent, for itself and the other Term Loan Agreement lenders on the real or personal property interests in its sole discretionwhich the Company or any Restricted Subsidiary have invested, prior and (d) an opinion of counsel as to taking the instruments governing such action if such action could subject it to environmental liabilities or taxationLiens and security interests, require (1) direction from the Holders of a majority in principal amount of the Notes all in accordance with the Intercreditor Agreement. Trust Moneys shall be permitted to be applied from time to time (x) to the payment of principal, premium, if any, interest and Liquidated Damages, if any, on the Securities, or (y) to the extent otherwise permitted by the Indenture, to redeem or repurchase Securities, including without limitation pursuant Any release of Collateral, including Trust Moneys, will be subject to the provisions of Section 6.05 hereof and (2314(d) indemnification in accordance with Section 6.05of the Trust Indenture Act relating to, among other things, the delivery of a certificate or an opinion of an engineer, appraiser or other expert as to the fair value of Collateral being released from the Liens of the Security Documents.