Common use of Control by Controlling Party Clause in Contracts

Control by Controlling Party. With respect to the Notes, the Controlling Party 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Indenture Trust Estate shall be by the Controlling Party or, if Ambac is not then the Controlling Party, the holders of not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Ambac or, if Ambac is not then the Controlling Party, the holders of less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that the Indenture Trustee need not take any action that it determines might involve it in liability or, if Ambac is not then the Controlling Party, might materially adversely affect the rights of any holders of the Notes not consenting to such action.

Control by Controlling Party. With respect (i) Except as specifically provided in the Transaction Documents to the Notescontrary, the Controlling Party shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to a Trustee for the Indenture Trustee with respect to benefit of the Notes Beneficiaries, or exercising any trust or power conferred on the Indenture upon a Trustee; provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture;. (ii) subject The Controlling Party shall have the right (by notice to a Trustee with, for notices to the express terms of Section 5.04Argentine Collateral Trustee, any direction a copy to the Indenture Trustee Trustee) to sell direct such Trustee, including through standing instructions, as to the time, method and place of conducting any proceeding for any remedy available to such Trustee, or liquidate exercising any trust, right, authority or power conferred on such under the Indenture Trust Estate shall be by the Controlling Party or, if Ambac is not then the Controlling Party, the holders of not less than 100% of the Outstanding Amount of the Notes;Transaction Documents. (iii) Notwithstanding clauses (i) and (ii), each Trustee has the right to decline to follow any such direction: (A) if such Trustee, being advised by counsel, determines that the conditions set forth action or proceeding so directed may not lawfully be taken, (B) if such Trustee in Section 5.05 have been satisfied and good faith by its board of directors, the Indenture executive committee or a trust committee of directors or Responsible Officers determines that the action or proceeding so directed would involve such Trustee elects to retain in personal liability or (C) if such Trustee in good faith so determines that the Indenture Trust Estate actions or forbearances specified in or pursuant to such Section, then any direction would likely be unduly prejudicial to the Indenture Trustee by Ambac or, if Ambac is not then the Controlling Party, the holders of less than 100% interests of the Outstanding Amount Noteholder(s) not joining in the giving of such direction; it being understood that the Notes Trustees shall have no duty to sell ascertain whether or liquidate not such actions or forbearances are or would be unduly prejudicial to such Noteholder(s); and provided further that nothing in the Indenture Trust Estate Transaction Documents shall be impair the right of no force and effect; and (iv) the Indenture a Trustee may to take any other action deemed proper by the Indenture such Trustee and that is not inconsistent with such direction; provided. (iv) Whenever a Trustee is required to decide between two or more courses of action permitted or required by this Indenture or any other Transaction Document in respect of a matter determined by such Trustee to be of material importance, howeversuch Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Noteholders (with respect to such notices from the Argentine Collateral Trustee, that such to be provided to the Indenture Trustee need not take for further delivery to the Noteholders) requesting instruction as to the course of action to be adopted, and to the extent such Trustee acts in good faith in accordance with any action that it determines might involve it in liability or, if Ambac is not then written instruction of the Controlling Party, might materially adversely affect such Trustee shall not be liable to any Person on account of such action or the rights failure to take such action pending receipt of any holders such instruction. If such Trustee shall not have received instruction within ten Business Days of such notice (or within such shorter period of time as may reasonably be specified in such notice), then it shall be fully protected and have no liability for taking (i) the action directed by Noteholders holding the greatest cumulative Principal Balance of the Notes not consenting (or beneficial interests therein), or (ii) absent any direction, for its failure to take any action until any such direction is received. (v) If a Trustee is unsure as to the application of any provision of this Indenture or any other Transaction Document or any such provision is ambiguous as to its application or is, or appears to be, in conflict with any other applicable provisions or in the event that this Indenture or any other Transaction Document permits any determination by such Trustee or is silent or is incomplete as to the action that such Trustee is required to take with respect to a particular set of facts, then such Trustee shall give notice (in such form as shall be appropriate under the circumstances) to the Noteholders (with respect to such actionnotices from the Argentine Collateral Trustee, such to be provided to the Indenture Trustee for further delivery to the Noteholders) requesting instruction and, to the extent such Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Controlling Party, such Trustee shall not be liable on account of such action or the failure to take such action pending receipt of such instruction. If such Trustee shall not have received instruction from the Controlling Party within ten Business Days of such notice (or within such shorter period of time as may reasonably be specified in such notice), then it shall be fully protected and have no liability for taking the action directed by Noteholders holding the greatest cumulative Principal Balance of the Notes (or beneficial interests therein).

Control by Controlling Party. With respect to The Note Insurer, if the Notes, Note Insurer is the Controlling Party Party, and otherwise the Indenture Trustee, at the direction of the Majority Noteholders, 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, if the Note Insurer is not the Controlling Party, any direction to the Indenture Trustee to sell or liquidate the Indenture Trust Estate Property shall be by the Controlling Party or, if Ambac is not then the Controlling Party, the holders of Holders representing not less than 100% of the Outstanding Amount of the NotesNote Balances; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Indenture Trust Estate Property pursuant to such Section, then any direction to the Indenture Trustee by Ambac or, if Ambac is not then the Controlling Party, the holders of less than 100% of the Outstanding Amount of the Notes Majority Noteholders to sell or liquidate the Indenture Trust Estate Property shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that that, subject to Section 6.1, the Indenture Trustee need shall have the right to decline to follow any such direction if the Indenture Trustee being advised by counsel determines that the action so directed may not take any action lawfully be taken, or if the Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it determines might involve it in to personal liability or, if Ambac is not then the Controlling Party, might materially adversely affect or be unduly prejudicial to the rights of any holders of the Notes Noteholders not consenting parties to such actiondirection.