Common use of Control by Noteholders Clause in Contracts

Control by Noteholders. The Holders of Notes representing more than 50% of the Note Balance of the Outstanding Notes on the applicable Record Date shall, with the consent of the Note Insurer, 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; provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture; (2) any direction to the Indenture Trustee to undertake a Sale of the Trust Estate shall be by the Holders of Notes representing the percentage of the Note Balance of the Outstanding Notes specified in Section 5.17(b)(1), unless Section 5.17(b)(2) is applicable; and (3) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or be unjustly prejudicial to the Noteholders not consenting.

Control by Noteholders. The Holders of Notes representing more than 50% of the Note Balance of the Outstanding Notes on the applicable Record Date shall, with the consent of the Note Insurer, 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; provided that: (1i) such direction shall not be in conflict with any rule of law or with this Indenture; (2ii) subject to the express terms of Section 5.04, any direction to the Indenture Note Trustee to undertake a Sale of sell or liquidate the Trust Estate Collateral shall be by the Holders of Notes representing the percentage of the Note Balance not less than 100 percent of the Outstanding Amount of the Notes specified of all Series; (iii) if the conditions set forth in Section 5.17(b)(1)5.05 have been satisfied and the Note Trustee elects to retain the Collateral pursuant to such Section, unless Section 5.17(b)(2) is applicablethen any direction to the Note Trustee by Holders of Notes representing less than 100 percent of the Outstanding Amount of the Notes of all Series to sell or liquidate the Collateral shall be of no force and effect; and (3iv) the Indenture Note Trustee may take any other action deemed proper by the Indenture Note Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.01, the Indenture Note Trustee need not take -------- ------- any action that it determines might involve it in liability or be unjustly prejudicial to might materially adversely affect the rights of any Noteholders not consentingconsenting to such action.

Control by Noteholders. The Holders of Notes representing more than 50% of the Note Balance a majority of the Outstanding Notes on the applicable Record Date shall, with the consent Amount of the Note InsurerNotes, voting as a single class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (1a) such direction shall not be in conflict with any rule of law or with this Indenture;; and (2b) any direction to the Indenture Trustee to undertake a Sale of sell or liquidate the Trust Estate Collateral shall be by the Holders of Notes representing not less than the applicable percentage of the Note Balance Outstanding Amount of the Outstanding Notes specified set forth in Section 5.17(b)(15.04(c)(4), unless Section 5.17(b)(2) is applicable; and (3c) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or be unjustly prejudicial to might materially adversely affect the rights of any Noteholders not consentingconsenting to such action.

Control by Noteholders. The Holders of Notes representing more than 50% of the Class Note Balance of the Outstanding Notes on the applicable Record Date shall, with the consent of the Note Insurer, 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; provided that: (1a) such written direction shall not be in conflict with any rule of law or with this Indenture; (2b) any direction to the Indenture Trustee to undertake a Sale of the Trust Estate shall be by the Holders of Notes representing the percentage of the Class Note Balance of the Outstanding Notes specified in Section 5.17(b)(1)5.17(b)(i) hereof, unless Section 5.17(b)(25.17(b)(ii) hereof is applicable; and (3c) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to to Section 6.016.01 hereof, the Indenture Trustee need not take any action that it determines might involve it in liability or be unjustly prejudicial to the Noteholders not consenting.

Control by Noteholders. The Holders of Notes representing more than 50% of the Note Balance of the Outstanding Notes of both Classes on the applicable Record Date shall, with the consent of the Note Insurer, 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; provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture; (2) any direction to the Indenture Trustee to undertake a Sale of the Trust Estate shall be by the Holders of Notes representing the percentage of the Note Balance of the Outstanding Notes specified in Section 5.17(b)(1), unless Section 5.17(b)(2) is applicable; and (3) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or be unjustly prejudicial to the Noteholders not consenting.

Control by Noteholders. The [Subject to the rights of the Insurer under Article XII hereof,] the Holders of Notes representing more than 50% of the Note Balance aggregate Principal Amount of the Outstanding Notes on the applicable Record Date shall, with the consent of the Note Insurer, 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; provided provided, however, that: (1) such direction shall not be in conflict with any rule of law or with this Indenture; (2) any direction to the Indenture Trustee to undertake a Sale of the Trust Estate shall be by the Holders of Notes representing the percentage of the Note Balance aggregate Principal Amount of the Outstanding Notes specified in Section 5.17(b)(15.18(b)(1), unless Section 5.17(b)(25.18(b)(2) is applicable; and (3) [Reserved]; (4) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction; provided, however, that, subject to Section 6.01, the Indenture Trustee need not take any action that which it determines might involve it in liability or be unjustly prejudicial to the Noteholders not consenting.

Control by Noteholders. The Holders of Notes representing more than 50% of the Note Balance of the Outstanding Notes on the applicable Record Date shall, with the consent of the Note Insurer, 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; provided that: (1a) such direction shall not be in conflict with any rule of law or with this Indenture; (2b) any direction to the Indenture Trustee to undertake a Sale of the Trust Estate shall be by the Holders of Notes representing the percentage of the Note Balance of the Outstanding Notes specified in Section 5.17(b)(15.17(b) (i), unless Section 5.17(b)(25.17(b) (ii) is applicable; and (3c) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or be unjustly prejudicial to the Noteholders not consenting.

Control by Noteholders. The Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes on the applicable Record Date shall, with the consent of the Note Insurer, 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; provided that: (1a) such written direction shall not be in conflict with any rule of law or with this Indenture; (2b) any direction to the Indenture Trustee to undertake a Sale of the Trust Estate shall be by the Holders of Notes representing the percentage of the Note Principal Balance of the Outstanding Notes specified in Section 5.17(b)(1)5.17(b)(i) hereof, unless Section 5.17(b)(25.17(b)(ii) hereof is applicable; and (3c) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.016.01 hereof, the Indenture Trustee need not take any action that it determines might involve it in liability or be unjustly prejudicial to the Noteholders not consenting.

Control by Noteholders. The Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes on the applicable Record Date shall, with the consent of the Note Insurer, 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; provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture; (2) any direction to the Indenture Trustee to undertake a Sale of the Trust Estate Fund shall be by the Holders of Notes representing the percentage of the Note Principal Balance of the Outstanding Notes specified in Section 5.17(b)(1), unless Section 5.17(b)(2) is applicable; and (3) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or be unjustly prejudicial to the Noteholders not consenting.

Control by Noteholders. The Holders of Notes representing more than 50% of the Note Principal Balance of the Outstanding Notes of both of the Classes on the applicable Record Date shall, with the consent of the Note Insurer, 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; provided that: (1a) such direction shall not be in conflict with any rule of law or with this Indenture; (2b) any direction to the Indenture Trustee to undertake a Sale of the Trust Estate shall be by the Holders of Notes representing the percentage of the Note Principal Balance of the Outstanding Notes specified in Section 5.17(b)(1)5.17(b)(i) hereof, unless Section 5.17(b)(25.17(b)(ii) hereof is applicable; and (3c) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.016.01 hereof, the Indenture Trustee need not take any action that it determines might involve it in liability or be unjustly prejudicial to the Noteholders not consenting.

Control by Noteholders. The Holders of Notes of both Classes representing more than 50% of the Note Balance of the Outstanding Notes on the applicable Record Date shall, with the consent of the Note Insurer, 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; provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture; (2) any direction to the Indenture Trustee to undertake a Sale of the Trust Estate shall be by the Holders of Notes representing the percentage of the Note Balance of the Outstanding Notes specified in Section 5.17(b)(1), unless Section 5.17(b)(2) is applicable; and (3) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or be unjustly prejudicial to the Noteholders not consenting.