Common use of Determinations Relating to Collateral Clause in Contracts

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Domestic Subsidiary under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect thereto; or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument; or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any 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 fifteen 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 Nine, 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. Notwithstanding the foregoing, the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i), (ii) or (iii) above 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 experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such Holders.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Domestic Subsidiary Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect theretothereto (other than actions with respect to the Collateral on the part of the Trustee that do not, pursuant to the express terms of this Indenture, require the consent of the Holders); or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrumentinstrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders pursuant to the express terms of this Indenture); or (iii) a Responsible Officer of the Trustee shall become aware receive notice or have actual knowledge of any nonperformance default by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated addressed hereunder or under the applicable Security Document then, in each such event, the Trustee shall, within fifteen 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 default of which the Trustee has become awarereceived notice or has actual knowledge. Subject to Article NineNine and the Security Documents, the Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes Securities shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Notwithstanding In the foregoing, event the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i)this Section 10.9, (ii) or (iii) above the Trustee shall not be required so to respond unless it shall have received written authority direction by Holders of not less than a majority in aggregate principal amount at maturity of the outstanding NotesSecurities and indemnity reasonably satisfactory to it; provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which 100 the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach default (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.077.7). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such Holders.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Domestic Subsidiary Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or any Guarantor’s 's obligations with respect thereto; thereto or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument; or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iiiii) above, the Trustee’s '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 fifteen seven Business Days thereafterDays, advise the Holders, in writing and at the Company’s '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 Nine, the 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 's response to any of the circumstances contemplated in clauses clause (i), ) or (ii) and (iii) above. Notwithstanding In the foregoing, event the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i)this Section 11.08, (ii) or (iii) above 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 experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such HoldersHolders pursuant to Section 6.05.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Domestic Subsidiary Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect theretothereto (other than actions with respect to the Collateral on the part of the Trustee that do not, pursuant to the express terms of this Indenture, require the consent of the Holders); or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrumentinstrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders pursuant to the express terms of this Indenture); or (iii) a Responsible Officer of the Trustee shall become aware receive notice or have actual knowledge of any nonperformance default by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated addressed hereunder or under the applicable Security Document then, in each such event, the Trustee shall, within fifteen 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 default of which the Trustee has become awarereceived notice or has actual knowledge. Subject to Article Nine, the Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes Securities shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Notwithstanding In the foregoing, event the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i)this Section 10.09, (ii) or (iii) above the Trustee shall not be required so to respond unless it shall have received written authority direction by Holders of not less than a majority in aggregate principal amount at maturity of the outstanding NotesNotes and indemnity reasonably satisfactory to it; provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach default (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such Holders.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Domestic Subsidiary Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect theretothereto (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 (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrumentinstrument (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 (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any 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 fifteen 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 Nine9, 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. Notwithstanding In the foregoing, event the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i)this Section 10.09, (ii) or (iii) above 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 experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such Holders.

Determinations Relating to Collateral. In the event (i) the Collateral Agent or the Trustee shall receive any written request from the Company or any Domestic Subsidiary Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect thereto; or (ii) there shall be required from the Collateral Agent or the Trustee under the provisions of any Security Document any performance or the delivery of any instrument; or (iii) a Responsible Officer of the Collateral Agent or the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Collateral Agent’s or the Trustee’s response or action action, as applicable, is not otherwise specifically contemplated hereunder then, in each such event, the Trustee Collateral Agent or the Trustee, as applicable, shall, within fifteen 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 Collateral Agent or the Trustee has become aware. Subject to Article NineIX, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes shall have the exclusive authority to direct the Collateral Agent’s or the Trustee’s response response, as applicable, to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Notwithstanding In the foregoing, event the Collateral Agent or the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i)this Section 12.9, (ii) the Collateral Agent or (iii) above 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 Collateral Agent or the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Collateral Agent or the Trustee on the manner in which the Collateral Agent or the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee Collateral Agent or the Trustee, as applicable, pursuant to Section 7.077.7 or 12.12, as applicable). The Collateral Agent and the Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such Holders.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Domestic Subsidiary other Pledgor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or any Guarantor’s other Pledgor's obligations with respect thereto; or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument; instrument or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor other Pledgor of any covenant or any breach of any representation or warranty of the Company or any Guarantor other Pledgor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s 's response or action is not otherwise specifically contemplated hereunder then, in each such event, the Trustee shall, within fifteen seven Business Days thereafterDays, advise the Holders, in writing and at the Company’s '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 Nine, the 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 's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Notwithstanding In the foregoing, event the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i)this Section 10.11, (ii) or (iii) above 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 PROVIDED that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such HoldersHolders of the Notes pursuant to Section 6.05.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company Issuer or any Domestic Subsidiary Guarantor or the Collateral Agent under any Security Collateral Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s Issuer's or any Guarantor’s 's obligations with respect thereto; or (ii) there shall be required from the Trustee under the provisions of any Security Collateral Document any performance or the delivery of any instrument; instrument or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company Issuer or any Guarantor of any covenant or any breach of any representation or warranty of the Company Issuer or any Guarantor set forth in any Security Collateral Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s 's response or action is not otherwise specifically contemplated hereunder then, in each such event, the Trustee shall, within fifteen seven Business Days thereafterDays, advise the Holders, in writing and at the Company’s 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. Subject to Article Nine, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes Debentures pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee’s 's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Notwithstanding In the foregoing, event the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i)this Section 10.09, (ii) or (iii) above 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 NotesDebentures; provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such HoldersHolders of the Debentures pursuant to Section 6.05.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Domestic Subsidiary Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or any Guarantor’s 's obligations with respect thereto; or , (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument; instrument or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s '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 fifteen seven Business Days thereafterDays, advise the Holders, in writing and at the Company’s '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 Nine, the 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 's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Notwithstanding In the foregoing, event the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i)this Section 11.07, (ii) or (iii) above 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 experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such HoldersHolders pursuant to Section 6.05.

Determinations Relating to Collateral. In the event (i) ------------------------------------- the Trustee shall receive any written request from the Company Issuer or any Domestic Subsidiary other Pledgor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s Second Lien Collateral or Issuer's or any Guarantor’s other Pledgor's obligations with respect thereto; thereto or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument; instrument or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company Issuer or any Guarantor other Pledgor of any covenant or any breach of any representation or warranty of the Company Issuer or any Guarantor other Pledgor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s 's response or action is not otherwise specifically contemplated hereunder then, in each such event, the Trustee shall, within fifteen seven Business Days thereafterDays, advise the HoldersHolders of the Notes, in writing and at the Company’s expensewriting, 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 Nine, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes pursuant to Section 6.5 shall have the exclusive authority to direct the Trustee’s 's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Notwithstanding In the foregoing, event the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i)this Section 12.11, (ii) or (iii) above 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 experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.077.7). The Trustee shall be fully protected in the taking of case may be, should respond to such request or render any action recommended requested performance or approved by any response to such nonperformance or expert, consultant, agent or attorney or agreed to by a majority of such HoldersNotes pursuant to Section 6.5.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company Issuer or any Domestic Subsidiary other Pledgor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s Issuer's or any Guarantor’s other Pledgor's obligations with respect thereto; thereto or (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument; instrument or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company Issuer or any Guarantor other Pledgor of any covenant or any breach of any representation or warranty of the Company Issuer or any Guarantor other Pledgor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s 's response or action is not otherwise specifically contemplated hereunder then, in each such event, the Trustee shall, within fifteen seven Business Days thereafterDays, advise the HoldersHolders of the Notes, in writing and at the Company’s expensewriting, 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 Nine, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes pursuant to Section 6.5 shall have the exclusive authority to direct the Trustee’s 's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Notwithstanding In the foregoing, event the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i)this Section 12.9, (ii) or (iii) above 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 experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.077.7). The Trustee shall be fully protected in protected, as the taking of case may be, should respond to such request or render any action recommended requested performance or approved by any response to such nonperformance or expert, consultant, agent or attorney or agreed to by a majority of such HoldersNotes pursuant to Section 6.5.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Domestic Subsidiary Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect thereto; or , (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument; instrument or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any 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 fifteen seven Business Days thereafterDays, 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 NineSection 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. Notwithstanding In the foregoing, event the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i)this Section 11.07, (ii) or (iii) above 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 NotesNotes (subject to Section 8.02(c)(i)); provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of such HoldersHolders pursuant to Section 6.05.

Determinations Relating to Collateral. In the event (i) the Trustee shall receive any written request from the Company or any Domestic Subsidiary Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect thereto; or , (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument; instrument or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any 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 9.1) or under the applicable Security Documents, then, in each such event, the Trustee shall, within fifteen seven Business Days thereafterDays, 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 Nine, the The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes pursuant to Section 6.8 shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Notwithstanding In the foregoing, event the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i)this Section 13.7, (ii) or (iii) above the Trustee shall not be required so to respond unless it shall have received written authority by from the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes; provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.077.6). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by the Holders of a majority in aggregate principal amount of such Holdersthe then outstanding Notes pursuant to Section 6.8.