Common use of Control by Holders of Securities Clause in Contracts

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all each series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by nationally recognized counsel in writing or by an opinion of counsel, shall reasonably determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.16.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action reasonably deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any each series affected (with each such series voting as a separate class), ) at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided PROVIDED, that such Holders shall have offered to the Trustee such reasonable indemnity as it may require against costs, expenses and liabilities to be incurred therein or thereby, and PROVIDED FURTHER, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture; and provided further PROVIDED, FURTHER, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if (a) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken taken; or (b) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine in good faith that the action or proceedings so directed would involve the Trustee in personal liability liability; or (c) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all affected series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting together as a single class, except with respect to an Event of Default described in clauses (a) or (b) of Section 5.01, in which case each such affected series shall vote as a separate class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided provided, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture; and provided further provided, further, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if (a) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken taken; or (b) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine in good faith that the action or proceedings so directed would involve the Trustee in personal liability liability; or (c) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all affected series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all each series affected (with all such each series voting as a single separate class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture, and provided further provided, further, that (subject to the provisions of Section 6.17.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve expose the Trustee in to personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.17.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing As between the Trustee and the Holders of the Securities, nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Outstanding Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of all series so affected or with respect to the Securities of such series, as the case may be, by this IndentureSecurities; provided that that (1) such direction shall not be otherwise than in accordance conflict with any rule of law and the provisions of or with this Indenture and provided further that Indenture, (subject to the provisions of Section 6.12) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any other action deemed proper by the Trustee and which is not inconsistent with such direction direction, and (3) the Trustee need not take any action which might involve it in personal liability or directions by Securityholdersbe unjustly prejudicial to the Holders of Securities not consenting. Section 413. Waiver of Past Defaults. Subject to Section 402, the Holders of not less than a majority in principal amount of the Outstanding Securities may on behalf of the Holders of all the Securities waive any past default hereunder with respect to Securities and its consequences, except a default (1) in the payment of the principal of (or premium, if any) or interest, if any, on any Security, or (2) in respect of a covenant or provision hereof which under Article Eight cannot be modified or amended without the consent of the Holder of each Outstanding Security affected. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; provided that no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Section 414. Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Control by Holders of Securities. Except as otherwise provided with If an Event of Default shall have occurred and be continuing in respect to the Securities of any a series as contemplated by Section 2.3of Securities, the Holders of a majority in aggregate principal amount of (i) the Outstanding Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all series so affected or Trustee, with respect to the Securities of such series; provided, however, that if an Event of Default shall have occurred and be continuing with respect to more than one series of Securities, the Holders of a majority in aggregate principal amount of the Outstanding Securities of all such series, considered as one class, shall have the case may beright to make such direction, by this Indentureand not the Holders of the Securities of any one of such series; provided that and provided, further, that (a) such direction shall not be otherwise than in accordance conflict with any rule of law and or with this Indenture, (b) the provisions of this Indenture and provided further that Trustee may take any other action deemed proper by the Trustee which is not inconsistent with any such direction, (c) subject to the provisions of Section 6.1) 601, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or directions if the Trustee in good faith shall, by its board a Responsible Officer of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall Trustee, determine that the action or proceedings proceeding so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that liability; and (subject to Section 6.1d) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to may take any other action deemed proper by the Trustee and which is not inconsistent with such direction. Before proceeding to exercise any right or power hereunder at the direction of such Holders, the Trustee shall be entitled to receive from such Holders reasonable security or directions indemnity against the costs, expenses and liabilities which might be incurred by Securityholdersit in compliance with any such direction.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 6.17.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by nationally recognized counsel in writing or by an opinion of counsel, shall reasonably determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.17.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action reasonably deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), ) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect pursuant to the Securities of such series, as the case may be, by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture; and provided further that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith by its trust committee thereof or any Responsible Officer shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority -------------------------------- in aggregate principal amount of (i) the Securities of all each series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided that such direction shall not be otherwise than in accordance with law -------- and the provisions of this Indenture and provided further that (subject to the -------- ------- provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which that is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all each series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 6.16.01) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.16.01) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any action deemed proper by the Indenture Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all each series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 6.17.01) the Trustee shall have the right to decline to follow any such direction if the Trustee has not received such reasonable indemnity and security as it may require against costs, expenses and liabilities to be incurred by it or if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directorsboard, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.17.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any each series affected (with each such series voting as a separate class), ) at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided provided, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture; and provided further provided, further, that (subject to the provisions of Section 6.17.1) the Trustee shall have the right to decline to follow any such direction if (a) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken taken; or (b) if the Trustee in good faith by its board of directors, the executive committee, committee or a trust committee of directors or Responsible Officers of the Trustee shall determine in good faith that the action or proceedings so directed would involve the Trustee in personal liability liability; or (c) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all affected series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.17.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with If an Event of Default shall have occurred and be continuing in respect to the Securities of any a series as contemplated by Section 2.3of Securities, the Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time then Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all series so affected or Trustee, with respect to the Securities of such series; provided, that if an Event of Default shall have occurred and be continuing with respect to more than one series of Securities, the Holders of a majority in aggregate principal amount of the Outstanding Securities of all such series, considered as one class, shall have the case may beright to make such direction, by this Indentureand not the Holders of the Securities of any one of such series; provided that provided, further, that: (a) such direction shall not be otherwise than in accordance conflict with law and the provisions of any applicable Governmental Rule, this Indenture or the Pari Passu Intercreditor Agreement, and provided further that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may could not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction circumstances where indemnity would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such seriesnot, as the case may be, not joining in the giving of said directionTrustee’s sole discretion, it being understood that be adequate; (subject to Section 6.1b) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly determine that the action so directed would be unjustly prejudicial to the Holders of Securities of such Holders. Nothing series not taking part in this Indenture shall impair the right of such direction; and (c) the Trustee in its discretion to may take any other action deemed proper by the Trustee and which is not inconsistent with such direction direction. Prior to taking any action under this Section 7.12, the Trustee shall be entitled to indemnification satisfactory to it against all loss, liability and expense caused by taking or directions by Securityholdersnot taking such action hereunder.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided PROVIDED that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further Indenture, PROVIDED FURTHER that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine in good faith that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Outstanding Securities of such series, as the case may be, series not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any each series affected (with each such series voting as a separate class), ) at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided PROVIDED, that such Holders shall have offered to the Trustee such reasonable indemnity as it may require against costs, expenses and liabilities to be incurred therein or thereby, and PROVIDED, FURTHER, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture; and provided further PROVIDED, FURTHER, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if (A) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken taken; or (B) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine in good faith that the action or proceedings so directed would involve the Trustee in personal liability liability; or (C) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all affected series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any each series affected (with each such series voting as a separate class), ) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided provided, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further provided, further, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if (a) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken taken; or (b) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine in good faith that the action or proceedings so directed would involve the Trustee in personal liability liability; or (c) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all affected series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any each series affected (with each such series voting as a separate class), ) at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided provided, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture; and provided further provided, further, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if (a) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken taken; or (b) if the Trustee in good faith by its board of directors, the executive committee, committee or a trust committee of directors or Responsible Officers of the Trustee shall determine in good faith that the action or proceedings so directed would involve the Trustee in personal liability liability; or (c) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all affected series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a -------------------------------- majority in aggregate principal amount of (i) the Securities of all each series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided PROVIDED that such direction shall not be otherwise than in -------- accordance with law and the provisions of this Indenture and provided further PROVIDED FURTHER ---------------- that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of all series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided that that: (1) such direction shall not be otherwise than in accordance conflict with any rule of law and the provisions of or with this Indenture or with the Securities of any series and provided further that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may would not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that liability, (subject to Section 6.12) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to may take any other action deemed proper by the Trustee and which is not inconsistent with such direction, and (3) such direction is not unduly prejudicial to the rights of the other Holders of Securities of such series not joining in such action. Upon receipt by the Trustee of any such direction with respect to Securities of a series all or directions part of which is represented by Securityholdersa Global Security, the Trustee shall establish a record date for determining Holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, that unless such majority in principal amount shall have been obtained prior to the day which 90 days after such record date, such direction shall automatically and without further action by any Holder be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been cancelled pursuant to the provisions to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 5.12.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all each affected series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the such Securities of all series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and shall not expose the Trustee to personal liability; and provided further further, that (subject to the provisions of Section 6.111.02) the Trustee shall have the right to decline to follow any such direction (a) if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken taken; or (b) if the Trustee in good faith by its board of directors, the executive committee, committee or a trust committee of directors or Responsible Officers of the Trustee shall determine in good faith that the action or proceedings so directed would involve the Trustee in personal liability liability; or (c) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of the Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.111.02) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which that is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all each series affected (with all such each series voting as a single separate class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture, the Securities of such series or the accompanying Guarantees; and provided further provided, further, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture Indenture, the Securities of such series or the accompanying Guarantees shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any each series affected (with each such series voting as a separate class), ) at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided provided, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture; and provided further provided, further, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if (a) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or taken; (b) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine in good faith that the action or proceedings so directed would involve the Trustee in personal liability liability; or (c) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all affected series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all each series affected (with all such each series voting as a single separate class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided PROVIDED that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture, and provided further PROVIDED, FURTHER, that (subject to the provisions of Section 6.17.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, committee or a trust committee of directors or Responsible Officers responsible officers of the Trustee shall determine that the action or proceedings so directed would involve expose the Trustee in to personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.17.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing As between the Trustee and the Holders of the Securities, nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided provided, however, that such direction shall not -------- ------- be otherwise than in accordance with law and the provisions of this Indenture Indenture; and provided further provided, further, that (subject to the provisions of Section 6.18.1) the -------- ------- ----------- Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board Board of directorsDirectors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances forbearance specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it . It being understood that (subject to Section 6.18.1) the Trustee shall have no duty to ----------- ascertain whether or not such actions or forebearances forbearance are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which that is not inconsistent with such direction or directions by Securityholders.the Holders. Upon receipt by the Trustee of any written notice directing the time, method or place of conducting any such proceeding or exercising any such trust or power, with respect to Securities all or part of which are represented by a Global Security, a record date shall be established for determining Holders of Outstanding Securities entitled to join in such notice, which record date shall be at the close of business on the day the Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, however, that unless the -------- ------- Holders of a majority in principal amount of the Outstanding Securities shall have joined in such notice prior to the day which is 90 days after such record date, such notice shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new notice identical to a notice which has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 7.9. -----------

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any each series affected (with each such series voting as a separate class), ) at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided PROVIDED, that such Holders shall have offered to the Trustee such reasonable indemnity as it may require against costs, expenses and liabilities to be incurred therein or thereby, and PROVIDED FURTHER, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture; and provided further PROVIDED, FURTHER, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if (a) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken taken; or (b) if the Trustee in good faith by its board of directors, the executive committee, committee or a trust committee of directors or Responsible Officers of the Trustee shall determine in good faith that the action or proceedings so directed would involve the Trustee in personal liability liability; or (c) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all affected series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all each series affected (with all such each series voting as a single separate class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided PROVIDED that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture, and provided further PROVIDED, FURTHER, that (subject to the provisions of Section 6.17.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, committee or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve expose the Trustee in to personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood -40- that (subject to Section 6.17.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing As between the Trustee and the Holders of the Securities, nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all each series affected (with all such each series voting as a single separate class) at the time Outstanding or (ii) if provided with respect or, in the case of such Securities issued to a QCH Capital Trust, the holders of not less than 33% in liquidation amount of the Preferred Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), QCH Capital Trust then outstanding) shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture, and provided further provided, further, that (subject to the provisions of Section 6.17.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve expose the Trustee in to personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.17.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing As between the Trustee and the Holders of the Securities and holders of Preferred Securities, nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by SecurityholdersSecurityholders or such holders.

Control by Holders of Securities. Except as otherwise provided with respect Subject to the Securities provisions of any series as contemplated by Section 2.36.02(h) of this Indenture, the Holders of a majority in aggregate principal amount of (i) the Securities of all each series affected (with all such each series voting as a single separate class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any series affected (with each such series voting as a separate class), shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided provided, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further provided, further, that (subject to the provisions of Section 6.16.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.16.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Holders of Securities. Except as otherwise provided with respect to the Securities of any series as contemplated by Section 2.3, the The Holders of a majority in aggregate principal amount of (i) the Securities of all series affected (with all such series voting as a single class) at the time Outstanding or (ii) if provided with respect to the Securities of any series as contemplated by Section 2.3, the Securities of any each series affected (with each such series voting as a separate class), ) at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of all such series so affected or with respect to the Securities of such series, as the case may be, by this Indenture; provided PROVIDED that such Holders shall have offered to the Trustee such reasonable indemnity as it may require against costs, expenses and liabilities to be incurred therein or thereby; and PROVIDED, FURTHER, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture Indenture; and provided further PROVIDED, FURTHER, that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if (a) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken taken; or (b) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine in good faith that the action or proceedings so directed would involve the Trustee in personal liability liability; or (c) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all affected series so affected or with respect to the Securities of such series, as the case may be, not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.