Common use of Control by Holders Clause in Contracts

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith liability, or be unduly prejudicial to Holders not joining therein; and (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, including, without limitation, powers conferred on it by the Pledge Agreement or the Deed of Trust, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture or expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; liability, and (b) subject to the provisions of Section 315 of the TIATrust Indenture Act, the Trustee may take any other action deemed proper by the Trustee it which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, ; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose any Intercreditor Agreement or the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; andCollateral Agreement, (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction, and (c) the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided PROVIDED, that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose Indenture or involve the Trustee to in personal liability or expenses for which liability, (2) the Trustee has shall not received adequate indemnity as determined by it in good faith or determine that the action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, including, without limitation, powers conferred on it by the Pledge Agreement or the Deed of Trust, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture or expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; liability, and (b) subject to the provisions of Section 315 of the TIATrust Indenture Act, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose , (2) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Majority Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and; (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and (c) the Trustee may refuse to follow any direction that may involve the Trustee in personal liability for which the Trustee would not otherwise be entitled to indemnification pursuant to the terms of this Indenture.

Control by Holders. The Subject to Section 7.02(f), the Holders of not less than a majority in aggregate principal amount of the Outstanding outstanding Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; , and (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a1) such direction shall the Trustee need not be in conflict take any action that conflicts with any rule of law or with this Indenture, expose which might involve the Trustee to in personal liability or expenses for which which, in the Trustee has not received adequate indemnity as determined by it in good faith or determination of the Trustee, may be unduly prejudicial to rights Holders not joining therein; in the giving of such direction, and (b2) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities then Outstanding, voting together as a single class, shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture or expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; liability, and (b) subject to the provisions of Trust Indenture Act Section 315 of the TIA315, the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b) subject the Trustee shall have been given reasonable indemnity satisfactory to the provisions of Section 315 of the TIAit, and (c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not no less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose , (2) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose unduly prejudice the rights of the Holders or involve the Trustee to in personal liability or expenses for which (it being understood that the Trustee has not received adequate indemnity as determined by it in good faith shall have no obligation to make any determination with respect to such conflict, prejudice or be unduly prejudicial to Holders not joining therein; liability), and (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount Principal Amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and; (bii) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and (iii) the Trustee may refuse to follow any direction that may involve the Trustee in personal liability for which the Trustee would not otherwise be entitled to indemnification pursuant to the terms of this Indenture.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this IndentureIndenture (including, without limitation, Section 7.07) or any Guarantee, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith liability, or be unduly prejudicial to Holders not joining therein; and (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not no less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided PROVIDED, that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose , (2) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Initial Securities and the Exchange Securities then Outstanding, voting together as a single class, shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture or expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; liability, and (b) subject to the provisions of Trust Indenture Act Section 315 of the TIA315, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or of exercising any trust or power conferred on the Trustee. However, provided that: (a) such the Trustee may refuse to follow any direction shall not be in conflict that conflicts with any rule of law or with this IndentureIndenture or, expose subject to Section 7.01, that the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be its counsel determines is unduly prejudicial to Holders not joining thereinthe rights of other Securityholders or would involve the Trustee in personal liability; and (b) subject to the provisions of Section 315 of the TIAprovided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it by such requesting Holders in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Holders. The Notwithstanding anything to the contrary set forth in Section 316(a) of the TIA (the provisions of which are hereby excluded), the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the TrusteeTrustee under this Indenture or the Security Documents, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b2) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (3) the Trustee need not take any action which might involve it in personal liability unless it has obtained appropriate indemnity.

Control by Holders. The Holder or Holders of not no less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided that: (a1) such direction shall be made in writing to the Trustee and shall not be in conflict with any rule of law or with this Indenture, expose , (2) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose Indenture or involve the Trustee to in personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; andliability, (b) subject the Trustee shall not determine that the action so directed would be unjustly prejudicial to the provisions of Section 315 of the TIAHolders not taking part in such direction, and (c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose and (2) the Trustee may refuse to personal liability or expenses for which follow any direction that the Trustee has not received adequate indemnity as determined by it in good faith or determines may be unduly prejudicial to Holders not joining thereinthe rights of another Holder or that may involve the Trustee in personal or corporate liability; and (b) subject to the provisions of Section 315 of the TIA, provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this IndentureIndenture (including, without limitation, Section 7.07), expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith liability, or be unduly prejudicial to Holders not joining therein; and (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b) subject the Trustee shall not determine that the action so directed would be unjustly prejudicial to the provisions of Section 315 of the TIAHolders not taking part in such direction, and (c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose Indenture or involve the Trustee to in personal liability or expenses for which liability, (2) the Trustee has shall not received adequate indemnity as determined by it in good faith or determine that the action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The With respect to the Securities of any series, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of such series shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, related to or arising under Section 501, provided that:that in each case (a1) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture or expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; liability, and (b2) subject to the provisions of the TIA Section 315 of the TIA315, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The With respect to the Securities of any series, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of such series shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that:PROVIDED that in each case (a1) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture or expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; liability, and (b2) subject to the provisions of the TIA Section 315 of the TIA315, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; , and (b2) subject to the provisions of Section 315 of the TIATrust Indenture Act, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided PROVIDED that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee need not take any action which might involve it in personal liability or be unduly prejudicial to the Holders not joining therein.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture or expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; , and (b) subject to the provisions of Trust Indenture Act Section 315 of the TIA315, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The With respect to the Securities of any series, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of such series shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, related to or arising under Section 501, provided that: that in each case (a1) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture or expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and liability, and (b2) subject to the provisions of the TIA Section 315 of the TIA315, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose involve the Trustee to in personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to the Holders of the Securities not joining thereinin the action; and (b2) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount Principal Amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose Indenture or may involve the Trustee to in personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining thereinliability; and (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee will be entitled to security or indemnification reasonably satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided PROVIDED, that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose Indenture or involve the Trustee to in personal liability or expenses for which liability, (2) the Trustee has shall not received adequate indemnity as determined by it in good faith or determine that the action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction or that may involve the Trustee in personal liability, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities New Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, ; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose any Intercreditor Agreement or the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; andCollateral Agreement, (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction, and (c) the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders rights of holders of Securities or coupons of such series not joining thereinin such direction; and (b2) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding Securities then outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b) subject the Trustee shall not determine that the action so directed would be unjustly prejudicial to the provisions of Section 315 of Holders not taking part in such direction or that such action may involve the TIATrustee in personal liability, and (c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (a1) such direction shall not (i) be in conflict with any rule of law or with this Indenture, (ii) expose the Trustee to personal liability liability, or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or (iii) be unduly prejudicial to Holders not joining therein; , and (b2) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount Value of the Outstanding Securities then outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b) subject the Trustee shall not determine that the action so directed would be unjustly prejudicial to the provisions of Section 315 of Holders not taking part in such direction or that such action may involve the TIATrustee in personal liability, and (c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this IndentureIndenture (including, without limitation, Section 5.07) or any Guarantee, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith expense, or be unduly prejudicial to Holders not joining therein; and (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The With respect to the Securities of any series, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of such series shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that:that in each case (a1) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture or expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; liability, and (b2) subject to the provisions of the TIA Section 315 of the TIA315, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not no less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, that: (a1) such direction shall be made in writing to the Trustee and shall not be in conflict with any rule of law or with this Indenture, expose , (2) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Convertible Debentures shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee; PROVIDED, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the TrusteeTrustees, or exercising any trust or power conferred on the TrusteeTrustees, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose ; (b) the Trustee to Trustees need not take any action which might involve them in personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it or, in good faith or their sole discretion, be unduly unjustly prejudicial to the rights of Holders not joining therein; and (bc) subject to the provisions of Section 315 of the TIA, the Trustee Trustees may take any other action deemed proper by the Trustee Trustees which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose , (2) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not no less than a majority in aggregate principal amount of the Outstanding Securities then outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, that: (a1) such the Trustee may refuse to follow any direction shall not be in conflict that conflicts with any rule of law or with this Indenture, expose , (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to personal liability the Holders not taking part in such direction or expenses for which that may involve the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; personal liability, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: that (a1) such direction shall not (i) be in conflict with any rule of law or with this Indenture, (ii) expose the Trustee to personal liability liability, or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or (iii) be unduly prejudicial to Holders not joining therein; and , and (b2) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, ; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has ; (b) such direction is not received adequate indemnity as determined by it in good faith or be unduly prejudicial to the other Holders or may involve the Trustee in personal 45 liability or if the Trustee determines that it does not joining thereinhave sufficient indemnity against any loss or expense connected to such action; and (bc) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate ------------------ principal amount of the Outstanding Securities shall have the right to may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or of exercising any trust or power conferred on the Trustee. However, provided that: (a) such the Trustee may refuse to follow any direction shall not be in conflict that conflicts with any rule of law or with this IndentureIndenture or, expose subject to Section 7.01, that the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be determines is unduly prejudicial to Holders not joining thereinthe rights of other Securityholders or would involve the Trustee in personal liability; and (b) subject to the provisions of Section 315 of the TIAprovided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it by such requesting Holders in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the TrusteeTrustees, or exercising any trust or power conferred on the TrusteeTrustees, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, ; (b) the Trustees need not take any action which might expose the Trustee them to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it or, in good faith or their sole discretion, be unduly prejudicial to the rights of Holders not joining therein; and (bc) subject to the provisions of Section 315 of the TIA, the Trustee Trustees may take any other action deemed proper by the Trustee Trustees which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Notes (and Additional Notes, if any) shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee need not take any action which might conflict with law or this Indenture or involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided PROVIDED that: (a) such direction shall not be in conflict with any rule of law or with this IndentureIndenture (including, without limitation, Section 407) or any Guarantee or expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining thereinliability; and (b) subject to the provisions of Section 315 of the TIATrust Indenture Act, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Subject to subsection (e) of Section 6.4, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Bonds shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability Indenture or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to the rights of other Holders not joining thereinor involve the Trustee in personal liability; and (b2) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Subject to the Intercreditor Agreements and certain other restrictions in this Indenture, the Holders of not less than a majority in aggregate principal amount of the total Outstanding Securities Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, provided that: (a) such however, may refuse to follow any direction shall not be in conflict that conflicts with any rule of law or with this Indenture, expose Indenture or that the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be determines is unduly prejudicial to Holders not joining therein; and (b) subject to the provisions rights of Section 315 of any other Holder or would involve the TIA, the Trustee in personal liability. The Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than of a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee; provided, provided that: (aA) such direction shall not be in conflict with any rule of law or with this Indenture, expose , (B) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (bC) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose , (2) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it be incurred in good faith or be unduly prejudicial to Holders not joining therein; connection therewith, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, Indenture or expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; andliability, (b) subject the Trustee shall not determine that the action so directed would be unjustly prejudicial to the provisions of Section 315 of the TIAHolders not taking part in such direction, and (c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, ; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose any Intercreditor Agreement or the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; andCollateral Agreement (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction, and (c) the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

Control by Holders. The Subject to all provisions of this Indenture and applicable law, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided provided, that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose , (2) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith liability, or be unduly prejudicial to Holders not joining therein; and (b) subject to the provisions of Section 315 of the TIATIA (which shall be applicable hereunder), the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not no less than a majority in aggregate principal amount of the Outstanding Securities then outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, that: (aA) such direction shall be made in writing to the Trustee and shall not be in conflict with any rule of law or with this Indenture, expose , (B) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such written direction, and (bC) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such written direction.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose Indenture or involve the Trustee to in personal liability or expenses for which liability, (2) the Trustee has shall not received adequate indemnity as determined by it in good faith or determine that the action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a at least majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, ; provided that the Trustee shall have the right to refuse to follow any direction that: (a) such direction shall not be in conflict conflicts with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; andor (b) subject might involve it in personal liability or that the Trustee determines in good faith be unjustly prejudicial to the provisions of Section 315 of the TIA, Holders not taking part in such action; and the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority 662/3% in aggregate principal amount of the Outstanding Securities then outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b) subject the Trustee shall not determine that the action so directed would be unjustly prejudicial to the provisions of Section 315 of Holders not taking part in such direction or that such action may involve the TIATrustee in personal liability, and (c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Debentures shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, ; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose ; (b) such direction is not unduly prejudicial to the other security holders or may involve the Trustee to in personal liability or expenses for which if the Trustee has determines that it does not received adequate have sufficient indemnity as determined by it in good faith against any loss or be unduly prejudicial expense connected to Holders not joining thereinsuch action; and (bc) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities (subject to Section 507 hereof) shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

Control by Holders. The Holder or Holders of not no less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, -------- that: (a1) such direction shall be made in writing to the Trustee and shall not be in conflict with any rule of law or with this Indenture, expose , (2) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all affected series (voting together as a single class) shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided thatwith respect to the Securities of such series; provided, however, that the Trustee shall have no obligation to determine whether any such action or inaction would be unjustly prejudicial to such Holders and: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and (b2) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this IndentureIndenture (including, without limitation, Section 407) or expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining thereinliability; and (b) subject to the provisions of Section 315 of the TIATrust Indenture Act, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not no less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose , (2) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that:that NYDOCS01/566567 3 (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b2) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (3) the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee need not take any action which might involve it in personal liability or expense for which the Trustee has not received a satisfactory indemnity therefor or be unduly prejudicial to the Holders not joining therein.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities plus any Cumulative Deferred Amount shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b2) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (3) the Trustee need not take any action which might subject it to personal liability or be unjustly prejudicial to the Holders not consenting.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided PROVIDED, that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose , (2) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding Securities then outstanding Debentures shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided PROVIDED, that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose Indenture or involve the Trustee to in any personal liability or expenses for which liability, (2) the Trustee has shall not received adequate indemnity as determined by it in good faith or determine that the action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided that: provided, that (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose Indenture or involve the Trustee to in personal liability or expenses for which liability, (2) the Trustee has shall not received adequate indemnity as determined by it in good faith or determine that the action so directed would be unduly unjustly prejudicial to the Holders not joining therein; and taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, provided that the Trustee shall have the right to refuse to follow any direction that: (a) such direction shall not be in conflict conflicts with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; andor (b) subject might involve it in personal liability or be unjustly prejudicial to the provisions of Section 315 of the TIA, Holders not taking part in such action; and the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose , (2) the Trustee shall not be obligated to determine and shall have no duty to ascertain that the action so directed would involve it in personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not no less than a majority in aggregate principal amount of the Outstanding Securities then outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided that: provided, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose (b) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or would subject the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and any liability, and (bc) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not no less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided that: provided, that (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose (2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or would subject the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and any liability, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, including, without limitation, powers conferred on it by the Security and Pledge Agreement, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; and, (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (c) the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

Control by Holders. The Holder or Holders of not less than a majority in aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided that: (a) that such direction shall not be in conflict with any rule of law or with this Indenture, expose , (a) the Trustee shall not determine that the action so directed would be unjustly prejudicial to personal liability the Holders not taking part in such direction or expenses for which that such action may involve the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to Holders not joining therein; personal liability, and (b) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose Indenture or any Subsidiary Notes Guarantee; (2) the Trustee to need not take any action which might involve it in personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly unjustly prejudicial to the Holders not joining thereinconsenting; and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holder or Holders of not less than a majority in of the aggregate principal amount of the Outstanding then outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, Trustee or exercising any trust or power conferred on upon the Trustee, provided provided, -------- that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose , (2) the Trustee to personal liability or expenses for which shall not determine that the Trustee has not received adequate indemnity as determined by it in good faith or action so directed would be unduly unjustly prejudicial to the Holders not joining therein; taking part in such direction, and (b3) subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or of exercising any trust or power conferred on the Trustee, ; provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or expenses for which the Trustee has not received adequate indemnity as determined by it in good faith or be unduly prejudicial to and such Holders not joining therein; andhave complied with Section 603(6), (b2) subject to the provisions of Section 315 of the TIATrust Indenture Act, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (3) the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.