Common use of Control by Holders Clause in Contracts

Control by Holders. The Majority in Interest of Certificate Holders shall have the right to direct the Indenture Trustee as to 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 by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction shall be unduly prejudicial to the interests of Holders not joining in the giving of said direction, it being understood that (subject to Section 9.02 hereof) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any action deemed proper by the Indenture Trustee and which is not inconsistent with the direction by the Majority in Interest of Certificate Holders.

Control by Holders. The Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holders the Outstanding Securities in respect of which an Event of Default has occurred shall have the right to direct the Indenture Trustee as to the time, method, 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 by this Indenture; Trustee, with respect to the Outstanding Securities, provided that in each case (1) such direction shall not be otherwise than in accordance conflict with any rule of law or with this Indenture, and the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 hereof2) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction shall be unduly prejudicial to the interests of Holders not joining in the giving of said direction, it being understood that (subject to Section 9.02 hereof) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any other action deemed proper by the Indenture Trustee and which is not inconsistent with the direction such direction. Upon receipt by the Majority Trustee of any such direction with respect to Securities all or part of which is represented by a Global Security, a record date shall automatically and without any further action by any Person be set for the purpose of determining the Holders of Outstanding Securities entitled to join in Interest such direction, which record date shall be the close of Certificate Holdersbusiness on the day the Trustee shall have received such direction. The Holders of Outstanding Securities on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided that, unless such direction shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Securities on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such direction shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder (or a duly appointed agent of a Holder) from giving, before or after the expiration of such 90-day period, a direction contrary to or different from a direction previously given by a Holder, or from giving, after the expiration of such period, a direction identical to a direction that has been cancelled pursuant to the proviso to the preceding sentence, in any of which events a new record date in respect thereof shall be set pursuant to the provisions of this Section 6.12.

Control by Holders. The Majority Holders of not less than a majority in Interest aggregate principal amount of Certificate Holders the Outstanding Securities in respect of which an Event of Default has occurred shall have the right to direct the Indenture Trustee as to the time, method, 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 by this Indenture; Trustee, with respect to the Outstanding Securities, provided that in each case (1) such direction shall not be otherwise than in accordance conflict with any rule of law or with this Indenture, and the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 hereof2) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction shall be unduly prejudicial to the interests of Holders not joining in the giving of said direction, it being understood that (subject to Section 9.02 hereof) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any other action deemed proper by the Indenture Trustee and which is not inconsistent with such direction. Subject to Section 7.01, prior to taking any action hereunder, the direction Trustee is entitled to indemnification satisfactory to it against all loss, liability and expense caused by taking or not taking such action. Upon receipt by the Majority Trustee of any such direction with respect to Securities all or part of which is represented by a Global Security, a record date shall automatically and without any further action by any Person be set for the purpose of determining the Holders of Outstanding Securities entitled to join in Interest such direction, which record date shall be the close of Certificate Holdersbusiness on the day the Trustee shall have received such direction. The Holders of Outstanding Securities on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided that, unless such direction shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Securities on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such direction shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder (or a duly appointed agent of a Holder) from giving, before or after the expiration of such 90-day period, a direction contrary to or different from a direction previously given by a Holder, or from giving, after the expiration of such period, a direction identical to a direction that has been cancelled pursuant to the proviso to the preceding sentence, in any of which events a new record date in respect thereof shall be set pursuant to the provisions of this Section 6.12.

Control by Holders. The Majority in Interest of Certificate Holders shall have the right to direct the Indenture Trustee as to the time, method, and place of conducting any proceeding for any remedy available to the Indenture TrusteeTrustee under this Indenture, or exercising any trust or power conferred on the Indenture Trustee by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 7.06 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances forbearance specified in or pursuant to such direction shall be unduly prejudicial to the interests of Holders not joining in the giving of said direction, it being understood that (subject to Section 9.02 hereof) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearance are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any action deemed proper by the Indenture Trustee and which is not inconsistent with the direction by the Majority in Interest of Certificate Holders.

Control by Holders. The Majority Holders of a majority in Interest aggregate principal amount of Certificate Holders the Securities of each series affected (with each such series voting as a separate class) at the time Outstanding shall have the right to direct the Indenture Trustee as to the time, method, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the Securities of such series by this Indenture; provided provided, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture TrusteeIndenture; and provided further provided, further, that (subject to the provisions of Section 9.02 hereof6.1) the Indenture Trustee shall have the right to decline to follow any such direction if (a) the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken taken; or (b) if a Responsible Officer of the Indenture Trustee shall determine in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability liability; or (c) if the Indenture Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction shall would be unduly prejudicial to the interests of Holders of the Securities of all affected series not joining in the giving of said direction, it being understood that (subject to Section 9.02 hereof6.1) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any action deemed proper by the Indenture Trustee and which is not inconsistent with the such direction or directions by the Majority in Interest of Certificate HoldersSecurityholders.

Control by Holders. The Majority in Interest Holders of Certificate Holders not less than a majority of the Outstanding Amount of the Transition Bonds of an affected Series or Tranche shall have the right to direct the Indenture Trustee as to the time, method, method and place of conducting any proceeding Proceeding for any remedy available to the Indenture Trustee, Trustee with respect to the Transition Bonds of such Series or Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee by this Indenturewith respect to such Series or Tranche or Tranches; provided that that: such direction shall not be otherwise than in accordance conflict with any rule of law and the provisions of or with this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in any personal liability or if expense; subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee in good faith shall so determine that the actions to sell or forebearances specified in or pursuant to such direction liquidate any Series Transition Bond Collateral shall be unduly prejudicial to by the interests Holders representing not less than 100 percent of Holders not joining the Outstanding Amount of the Transition Bonds of the affected Series; if the conditions set forth in the giving of said direction, it being understood that (subject to Section 9.02 hereof) 5.05 have been satisfied and the Indenture Trustee shall have no duty elects to ascertain whether or not such actions or forebearances are unduly prejudicial retain the Series Transition Bond Collateral pursuant to such Holders. Nothing in this Indenture shall impair the right of Section 5.05, then any direction to the Indenture Trustee in its discretion by Holders representing less than 100 percent of the Outstanding Amount of the Transition Bonds of all Series to sell or liquidate the Series Transition Bond Collateral shall be of no force and effect; andthe Indenture Trustee may take any other action deemed proper by the Indenture Trustee and which that is not inconsistent with such direction; provided, however, that, the direction by Indenture Trustee's duties shall be subject to Section 6.01, and the Majority Indenture Trustee need not take any action that it determines might involve it in Interest liability or might materially adversely affect the rights of Certificate Holdersany Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any cost, expense or liabilities.

Control by Holders. The Majority Holders of a majority in Interest aggregate principal amount of Certificate Holders the Securities of all series affected (with all such series voting as a single class) (and, in the case of any series of Securities held as trust assets of a Ford Motor Company Capital Trust and with respect to which a Security Exchange has not theretofore occurred, such consent of holders of the Preferred Securities and the Common Securities of such Ford Motor Company Capital Trust as may be required under the Declaration of Trust of such Ford Motor Company Capital Trust) at the time Outstanding shall have the right to direct the Indenture Trustee as to the time, method, and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 hereof6.01) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers responsible officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction shall would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 9.02 hereof6.01) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any action deemed proper by the Indenture Trustee and which is not inconsistent with the such direction or directions by the Majority in Interest of Certificate Holders.

Control by Holders. The Majority in Interest of Certificate Holders shall have the right to direct the Indenture Trustee as to the time, method, 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 by this Indenture; Trustee, with respect to the Outstanding Securities, provided that in each case (a) such direction shall not be otherwise than in accordance conflict with law and the provisions any rule of law, this Indenture or the Intercreditor Agreement and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 hereofb) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction shall be unduly prejudicial to the interests of Holders not joining in the giving of said direction, it being understood that (subject to Section 9.02 hereof) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any other action deemed proper by the Indenture Trustee and which is not inconsistent with the direction such direction. Upon receipt by the Majority Trustee of any such direction with respect to Securities all or part of which is represented by a Global Security, a record date shall automatically and without any further action by any Person be set for the purpose of determining the Holders of Outstanding Securities entitled to join in Interest such direction, which record date shall be the close of Certificate Holdersbusiness on the day the Trustee shall have received such direction. The Holders of Outstanding Securities on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided that, unless such direction shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Securities on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such direction shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder (or a duly appointed agent of a Holder) from giving, before or after the expiration of such 90-day period, a direction contrary to or different from a direction previously given by a Holder, or from giving, after the expiration of such period, a direction identical to a direction that has been cancelled pursuant to the proviso to the preceding sentence, in any of which events a new record date in respect thereof shall be set pursuant to the provisions of this Section 6.12.

Control by Holders. The Majority Holders of a majority in Interest aggregate principal amount of Certificate Holders the Securities of each Series affected (with each Series treated as a separate class) at the time Outstanding shall have the right to direct the Indenture Trustee as to the time, method, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the Securities of such Series by this Indenture; provided provided, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and the Indenture Trustee shall have receivedIndenture; provided, to the extent provided in Sections 7.08 and 9.03 and Article XI hereoffurther, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 6.1 and Section 6.2 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or taken, if the Indenture Trustee in good faith by its board of directors, the its executive committee, committee or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction shall would be unduly prejudicial to the interests of Holders of all Series so affected not joining in the giving of said such direction, it being understood that (subject to Section 9.02 6.1 and Section 6.2 hereof) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. In the event the Trustee receives inconsistent or conflicting directions from Holders pursuant to this Section 5.9 from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the Securities of each Series affected at the time Outstanding, the Trustee, in its sole discretion, may determine what action or proceeding, if any, to take. The Trustee shall be fully indemnified for refraining from acting in the absence of such direction or directions by Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any action deemed proper by the Indenture Trustee and which is not inconsistent with the such direction or directions by the Majority in Interest of Certificate Holders.

Control by Holders. The Majority Holders of a majority in Interest aggregate principal amount of Certificate Holders the Offered Securities then Outstanding, shall have the right to direct the Indenture Trustee as to the time, method, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, Trustee or exercising any trust or power conferred on the Indenture Trustee by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and the Indenture Trustee shall have received, respect to the extent provided in Sections 7.08 and 9.03 and Article XI hereofOffered Securities. The Trustee may, such reasonable indemnification as it may require against the costshowever, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 hereof) the Indenture Trustee shall have the right to decline refuse to follow any such direction if that conflicts with law or the Indenture Trustee, being advised by counsel, shall determine or that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction shall be determines is unduly prejudicial to the interests rights of Holders not joining in the giving any other Holder of said direction, Offered Securities (it being understood that (subject to Section 9.02 hereof) the Indenture Trustee shall does not have no any affirmative duty to ascertain whether or not any such actions or forebearances directions are unduly prejudicial to any other Holder of Offered Securities) or that would involve the Trustee in personal liability. The Holders of not less than a majority in aggregate principal amount of the Offered Securities then Outstanding affected thereby, on behalf of the Holders of all Offered Securities, may waive any past Default in the performance of any of the covenants in the Indenture and its consequences, except a Default not theretofore cured (1) in the payment of the principal of, premium, if any, or interest, if any, on, any of the Offered Securities as and when the same shall become due by the terms of such Holders. Nothing Offered Securities otherwise than by acceleration and (2) in this Indenture shall impair the right respect of a covenant or provision of the Indenture Trustee in its discretion that cannot be modified or amended without the consent of the Holder of each Offered Security. Upon any such waiver, the Default covered thereby shall cease to take exist, and any action Event of Default arising therefrom shall be deemed proper by to be cured for every purpose of the Indenture Indenture, and the Company, the Trustee and which is not inconsistent with the direction by Holders of the Majority in Interest of Certificate HoldersOffered Securities shall be restored to their former positions and rights under the Indenture, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Control by Holders. (a) The Majority Holders of a majority in Interest aggregate principal amount of Certificate Holders the Debentures at the time Outstanding, determined in accordance with Section 8.04, shall have the right to direct the Indenture Trustee as to the time, method, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any right, trust or power conferred on the Indenture Trustee by this Indenturewith respect to the Debentures (including, without limitation, with respect to the provisions of Section 6.01 hereof); provided provided, however, that (i) such direction shall not be otherwise than in accordance conflict with any rule of law and the provisions of or with this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture TrusteeIndenture; and provided further that (ii) subject to the provisions of Section 9.02 hereof) 7.01, the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith shall, by its board of directors, the executive committee, or a trust committee of directors Responsible Officer or Responsible Officers of the Indenture Trustee shall Trustee, determine that the action or proceedings proceeding so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction shall might be unduly prejudicial to the interests of Holders not joining involved in the giving proceeding. The Holders of said directiona majority in aggregate principal amount of the Debentures (or holders of a majority of the Preferred Securities, it being understood if so permitted) at the time Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf of the Holders of all of the Debentures waive any past Default in the performance of any of the covenants contained herein and its consequences, except that a waiver of a Default in the payment of the principal or interest on, any of the Debentures as and when the same shall become due by the terms thereof otherwise than by acceleration (subject unless such default has been cured and a sum sufficient to Section 9.02 hereof) pay all matured installments of interest and principal has been deposited with the Indenture Trustee (in accordance with Section 6.01(d)) shall have no duty require the consent of each affected Holder. Upon any such waiver, the Default covered thereby shall be deemed to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in be cured for all purposes of this Indenture shall impair and the right of the Indenture Trustee in its discretion to take any action deemed proper by Company, the Indenture Trustee and which the Holders of the Debentures shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. In the event the Holders of the Debentures fail to annul any declaration and waive the Default, the holders of the majority of the aggregate liquidation amount of the Preferred Securities shall have the right to waive any past Default in the performance of any of the covenants contained herein and its consequences to the extent such right is not inconsistent with vested in the direction by Holders of the Majority in Interest of Certificate HoldersDebentures under this Section 6.06(a).

Control by Holders. The Majority Holders (which term shall include, for purposes of voting or any other request, demand, authorization, direction, notice, consent, waiver or other action to be taken pursuant to this Section 5.10 or any other provision hereof, any owner of a beneficial interest in Interest a Global Note pursuant to the rules and procedures of Certificate Holders shall the Depositary with respect to any transfer or exchange of or for beneficial interests in any Global Note) of a majority in aggregate principal amount of the Notes at the time Outstanding shall, subject to the Common Agreement and the Intercreditor Agreement, have the right to direct the Indenture Trustee as to the time, method, and place of conducting any proceeding for any remedy available to the Indenture Note Trustee, or exercising any trust or power conferred on the Indenture Note Trustee with respect to the Notes by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 4.1 hereof) the Indenture Note Trustee shall have the right to decline to follow any such direction if the Indenture Note Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Note Trustee in good faith by action of its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Note Trustee shall determine that the action or proceedings so directed would involve the Indenture Note Trustee in personal liability or if the Indenture Note Trustee in good faith shall so determine that the actions or forebearances forbearance specified in or pursuant to such direction shall would be unduly prejudicial to the interests of Holders not joining in the giving of said direction, it being understood that (subject to Section 9.02 4.1 hereof) the Indenture Note Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearance are unduly prejudicial to such Holders. Nothing Notwithstanding the foregoing, with respect to any action taken by the Holders (including with respect to consultations, polls and voting conducted under or in respect of the Common Agreement and the Intercreditor Agreement), the Note Trustee shall vote, for the purposes of the Common Agreement and the Intercreditor Agreement, both for and against such action, the actual amount of Notes Outstanding that voted for or against such action, and shall exercise any vote with respect to the Notes Outstanding that have not so voted in accordance with the votes of the majority of the actual amount of Notes Outstanding that have voted. Subject to Section 5.8 hereof, nothing in this Indenture shall impair the right of the Indenture Note Trustee in its discretion to take any action deemed proper by the Indenture Note Trustee and which is not inconsistent with the such direction or directions by the Majority in Interest of Certificate Holders.

Control by Holders. The Majority in Interest of Certificate Holders ------------------ shall have the right to direct the Indenture Trustee as to the time, method, and place of conducting any proceeding for any remedy available to the Indenture TrusteeTrustee under this Indenture, or exercising any trust or power conferred on the Indenture Trustee by this Indenture; provided that such direction shall not be -------- otherwise than in accordance with law and the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 7.06 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of -------- Section 9.02 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances forbearance specified in or pursuant to such direction shall be unduly prejudicial to the interests of Holders not joining in the giving of said direction, it being understood that (subject to Section 9.02 hereof) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearance are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any action deemed proper by the Indenture Trustee and which is not inconsistent with the direction by the Majority in Interest of Certificate Holders.

Control by Holders. The Majority in Interest Holders of Certificate Holders a majority of the CVRs at the time Outstanding shall have the right to direct the Indenture Trustee as to the time, method, and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the CVRs by this IndentureAgreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture TrusteeAgreement; and provided further that (subject to the provisions of Section 9.02 hereof4.1) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction shall would be unduly prejudicial to the interests of Holders of the CVRs not joining in the giving of said direction, it being understood that (subject to Section 9.02 hereof4.1) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture Agreement shall impair the right of the Indenture Trustee in its discretion to take any action deemed proper by the Indenture Trustee and which is not inconsistent with such direction or directions by Holders. The Holders of a majority of the direction CVRs at the time Outstanding by written notice to the Majority Trustee may on behalf of the Holders of all of the CVRs waive an existing default and its consequences hereunder, except a continuing default in Interest the payment of Certificate Holdersthe CVR Payment or interest on the CVRs. Upon any such waiver, such default shall cease to exist, and any default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Control by Holders. The Majority in Interest of Certificate Holders shall ------------------ have the right to direct the Indenture Trustee as to the time, method, and place of conducting any proceeding for any remedy available to the Indenture TrusteeTrustee under this Indenture, or exercising any trust or power conferred on the Indenture Trustee by this Indenture; provided that such direction shall not be -------- otherwise than in accordance with law and the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 7.06 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of -------- Section 9.02 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances forbearance specified in or pursuant to such direction shall be unduly prejudicial to the interests of Holders not joining in the giving of said direction, it being understood that (subject to Section 9.02 hereof) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearance are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any action deemed proper by the Indenture Trustee and which is not inconsistent with the direction by the Majority in Interest of Certificate Holders.

Control by Holders. The Majority Except as may be limited by the Collateral Trust Agreement, with respect to the SENs of any Series, the Holders of not less than 51% in Interest principal amount of Certificate Holders the Outstanding SENs of such Series shall have the right to direct the Indenture Trustee as to the time, method, 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 by this Indenture; Trustee, provided that (i) such direction shall not be in conflict with any rule of law, and (ii) such Holders have provided the Trustee with reasonable indemnity against the costs, expenses and liabilities to be incurred in following such direction and that direction shall not be otherwise than in 73 60 accordance with law and the provisions of this Indenture and the Indenture Trustee shall have receivedprovided, to the extent provided in Sections 7.08 and 9.03 and Article XI hereoffurther, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions requirements of Section 9.02 hereofthe Trust Indenture Act) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers Officer of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction shall would be unduly prejudicial to the interests of Holders so affected not joining in the giving of said direction, it being understood that (subject to Section 9.02 hereof701) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any action deemed proper by the Indenture Trustee and which is not inconsistent with such direction or directions by Holders of SENs or the direction by the Majority in Interest of Certificate HoldersTransaction Documents.

Control by Holders. The Majority in Interest of Certificate Holders ------------------ shall have the right to direct the Indenture Trustee as to the time, method, and place of conducting any proceeding for any remedy available to the Indenture TrusteeTrustee under this Indenture, or exercising any trust or power conferred on the Indenture Trustee by this Indenture; provided that such direction shall not be -------- otherwise than in accordance with law and the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 7.06 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of -------- Section 9.02 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances forbearance specified in or pursuant to such direction shall be unduly prejudicial to the interests of Holders not joining in the giving of said direction, it being understood that (subject to Section 9.02 hereof) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearance are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any action deemed proper by the Indenture Trustee and which is not inconsistent with the direction by the Majority in Interest of Certificate Holders.

Control by Holders. The Majority in Interest Holders of Certificate Holders not less than a majority of the Outstanding Amount of the Transition Bonds of an affected Tranche or Tranches shall have the right to direct the Indenture Trustee as to the time, method, method and place of conducting any proceeding Proceeding for any remedy available to the Indenture Trustee, Trustee with respect to the Transition Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee by this Indenturewith respect to such Tranche or Tranches; provided that that: such direction shall not be otherwise than in accordance conflict with any rule of law and the provisions of or with this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in any personal liability or if expense; subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee in good faith shall so determine that the actions to sell or forebearances specified in or pursuant to such direction liquidate any Transition Bond Collateral shall be unduly prejudicial to by the interests Holders representing not less than 100 percent of Holders not joining the Outstanding Amount of the Transition Bonds; if the conditions set forth in the giving of said direction, it being understood that (subject to Section 9.02 hereof) 5.05 have been satisfied and the Indenture Trustee shall have no duty elects to ascertain whether or not such actions or forebearances are unduly prejudicial retain the Transition Bond Collateral pursuant to such Holders. Nothing in this Indenture shall impair the right of Section 5.05, then any direction to the Indenture Trustee in its discretion by Holders representing less than 100 percent of the Outstanding Amount of the Transition Bonds to sell or liquidate the Transition Bond Collateral shall be of no force and effect; and the Indenture Trustee may take any other action deemed proper by the Indenture Trustee and which that is not inconsistent with such direction; provided, however, that, the direction by Indenture Trustee's duties shall be subject to Section 6.01, and the Majority Indenture Trustee need not take any action that it determines might involve it in Interest liability or might materially adversely affect the rights of Certificate Holdersany Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any cost, expense or liabilities.

Control by Holders. The Majority holders of a majority in Interest aggregate principal amount of Certificate Holders the Outstanding Notes, determined in accordance with Section 2.8 (Execution and Authentication), shall have the right to direct the Indenture Trustee as to the time, method, 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 by this Indenture; provided with respect to the Notes; provided, however, that such direction shall not be otherwise than in accordance conflict with any rule of law and or with the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject Indenture. Subject to the provisions of Section 9.02 hereof) 8.1 (Certain Duties and Responsibilities of Trustee), the Indenture Trustee shall have the right to decline refuse to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith shall, by its board of directors, the executive committee, a Trust Officer or a trust committee of directors or Responsible Officers officers of the Indenture Trustee shall Trustee, determine that the action or proceedings proceeding so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction shall might be unduly prejudicial to the interests of Holders not joining involved in the giving of said direction, it being understood that (subject to Section 9.02 hereof) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to proceeding and may take any other action deemed it deems proper by the Indenture Trustee and which that is not inconsistent with any such direction received from Holders. The Holders of not less than a majority in principal amount of the direction by Outstanding Notes may on behalf of the Majority Holders of the Notes waive any past Default hereunder with respect to the Notes and its consequences, except a Default (a) in Interest the payment of Certificate Holdersthe principal of or interest or premium, if any, on the Notes (provided, however, that the Holders of a majority in principal amount of the Outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (b) in respect of a covenant or provision contained in the Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Note affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Control by Holders. The Majority Holders of a majority in Interest aggregate principal amount of Certificate Holders the Outstanding Notes, determined in accordance with Section 2.4, shall have the right to direct the Indenture Trustee as to the time, method, 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 by this Indenture; provided with respect to the Notes; provided, however, that such direction shall not be otherwise than in accordance conflict with any rule of law and or with the provisions of this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject Indenture. Subject to the provisions of Section 9.02 hereof) 7.01 of the Indenture Base Indenture, the Trustee shall have the right to decline refuse to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith shall, by its board of directors, the executive committee, a Responsible Officer or a trust committee of directors or Responsible Officers officers of the Indenture Trustee shall Trustee, determine that the action proceeding so directed, subject to the Trustee’s duties under the Trust Indenture Act or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction shall might be unduly prejudicial to the interests of Holders not joining involved in the giving of said direction, proceeding (it being understood that (subject to Section 9.02 hereof) the Indenture Trustee shall does not have no an affirmative duty to ascertain whether or not any such actions or forebearances directions are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to ) and may take any other action deemed it deems proper by the Indenture Trustee and which that is not inconsistent with any such direction received from Holders. The Holders of not less than a majority in aggregate principal amount of the direction by Outstanding Notes may on behalf of the Majority Holders of the Notes waive any past Default hereunder with respect to the Notes and its consequences, except a Default (a) in Interest the payment of Certificate Holdersthe principal of or interest or premium, if any, on the Notes (provided, however, that the Holders of a majority in principal amount of the Outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (b) in respect of a covenant or provision contained in the Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Note affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.