Common use of Control by Holders Clause in Contracts

Control by Holders. The Holders of a majority of the CVRs at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 401) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction 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 401) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Securities of each series affected (voting together as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of each such series by this Agreementthe Indenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject the Indenture. Subject to the provisions of Section 401) 5.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 4015.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement the Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders holders of a majority in aggregate principal amount of the CVRs at the time Outstanding Notes, determined in accordance with Section 2.4, shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs by this Agreement; provided 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 Agreement; and provided further that (subject Indenture. Subject to the provisions of Section 401) 7.1 of the Base Indenture, the Trustee shall have the right to decline refuse to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall, by its board of directors, the executive committee, a Trust Officer or a trust committee of directors or Responsible Officers officers of the 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 Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would might be unduly prejudicial to the interests of Holders of the CVRs not joining involved in the giving of said direction, it being understood that (subject to Section 401) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to proceeding and may take any other action deemed it deems proper by the 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 Outstanding Notes may on behalf of the Holders of the Notes waive any past Default hereunder with respect to the Notes and its consequences, except a Default (a) in the payment of the principal of or directions by Holdersinterest 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 Holders of a majority of the CVRs at the time affected Outstanding Purchase Contracts constituting a part of any Outstanding Units shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the TrusteeAgent, or exercising any trust or power conferred on the Trustee Agent with respect to the CVRs such Purchase Contracts by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; Agreement and provided further that (subject to the provisions of Section 4016.01) the Trustee Agent shall have the right to decline to follow any such direction if the TrusteeAgent, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee Agent in good faith by its board of directors, the executive committee, directors or board of trustees or a trust committee of directors or its Responsible Officers of the Trustee Officers, shall determine that the action or proceedings so directed would could involve the Trustee Agent in personal liability or if the Trustee Agent in good faith shall so determine that the actions or forbearances forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Units not joining in the giving of said direction, it being understood that (subject to Section 4016.01) the Trustee Agent shall have no duty to ascertain whether or not such actions or forbearances forebearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee Agent in its discretion (but subject to Section 4.10) to take any action deemed proper by the Trustee Agent and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Securities of all series affected (voting together as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of each such affected series by this Agreementthe Indenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject the Indenture. Subject to the provisions of Section 401) 5.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 4015.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement the Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority of the CVRs at the time affected Outstanding Purchase Contracts constituting a part of any Outstanding Units shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the TrusteeAgent, or exercising any trust or power conferred on the Trustee Agent with respect to the CVRs such Purchase Contracts by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; Agreement and provided further that (subject to the provisions of Section 4016.01) the Trustee Agent shall have the right to decline to follow any such direction if the TrusteeAgent, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee Agent in good faith by its board of directors, the executive committee, directors or board of trustees or a trust committee of directors or its Responsible Officers of the Trustee Officers, shall determine that the action or proceedings so directed would could involve the Trustee Agent in personal liability or if the Trustee Agent in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Units not joining in the giving of said direction, it being understood that (subject to Section 4016.01) the Trustee Agent shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee Agent in its discretion (but subject to Section 4.10) to take any action deemed proper by the Trustee Agent and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Subject to the provisions of Section 6.04(d), the Holders of a majority in aggregate principal amount of all of the CVRs at the time Outstanding Securities of all series affected (voting together 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 Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of each such series by this AgreementIndenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject Indenture. Subject to the provisions of Section 401) 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 4016.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority of the CVRs Securities at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 4014.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities not joining in the giving of said direction, it being understood that (subject to Section 4014.1) the Trustee shall have no duty to ascertain whether or not such actions or forbearances forebearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Securities of all affected series (voting together as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of each such series by this Agreementthe Indenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject the Indenture. Subject to the provisions of Section 401) 5.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 4015.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement the Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a the majority in aggregate principal amount of the CVRs Securities of any series at the time Outstanding shall have present or represented at a meeting of such Holders at which a quorum is present may, on behalf of the right to Holders of all the Securities of such series, direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities by this AgreementIndenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; Indenture and provided further that (subject to the provisions of Section 4017.1 hereof) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if (ii) the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers Officer of the Trustee shall determine that the action or proceedings proceeding so directed would involve the Trustee in personal liability or if (iii) the Trustee in good faith by a Responsible Officer of the Trustee shall so determine that the actions or forbearances forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs so affected not joining in the giving of said direction, it being understood that (subject to Section 4017.1 hereof) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holdersholders of Securities.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Securities of all affected series (voting together as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of each such series by this Agreementthe Indenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 401) the Indenture. The Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, Trustee shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 401) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of Prior to acting hereunder, the Trustee shall be entitled to indemnity or security satisfactory to it against loss, liability or expense that may be incurred in its discretion to take any action deemed proper by the Trustee and which is not inconsistent connection with such direction or directions by Holdersaction.

Control by Holders. (a) The Holders of a majority of the CVRs Securities at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this CVR Agreement; and provided further that (subject to the provisions of Section 4014.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities not joining in the giving of said direction, it being understood that (subject to Section 4014.1) the Trustee shall have no duty to ascertain whether or not such actions or forbearances forebearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority of the CVRs Securities at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 401) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities not joining in the giving of said direction, it being understood that (subject to Section 401) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Securities of each series affected (voting as one class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of such series by this Agreementthe Indenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject the Indenture. Subject to the provisions of Section 401) ‎Section 5.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 401‎Section 5.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement the Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of at least a majority in aggregate principal amount of the CVRs Debt Securities of any series at the time Outstanding shall have may, on behalf of the right to Holders of all the Debt Securities of such series, direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Debt Securities of such series by this AgreementIndenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; Indenture and provided further that (subject to the provisions of Section 4017.1 hereof) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if (ii) the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers Officer of the Trustee shall determine that the action or proceedings proceeding so directed would involve the Trustee in personal liability or if (iii) the Trustee in good faith by a Responsible Officer of the Trustee shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs so affected not joining in the giving of said direction, it being understood that (subject to Section 4017.1 hereof) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by HoldersHolders of Debt Securities or coupons.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Securities of each series affected (voting together as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of each such series by this Agreementthe Indenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 401) the Indenture. The Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or for which the Trustee has not been indemnified to its satisfaction or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 401) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement the Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority of the CVRs at the time Outstanding Capital Units shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the TrusteeAgent, or exercising any trust or power conferred on the Trustee Agent with respect to the CVRs Purchase Contracts by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; Agreement and provided further that (subject to the provisions of Section 401601) the Trustee Agent shall have the right to decline to follow any such direction if the TrusteeAgent, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee Agent in good faith by its board of directors, directors or the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would could involve the Trustee Agent in personal liability or if the Trustee Agent in good faith shall so determine that the actions or forbearances forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Capital Units not joining in the giving of said direction, it being understood that (subject to Section 401601) the Trustee Agent shall have no duty to ascertain whether or not such actions or forbearances forebearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee Agent in its discretion (but subject to Section 509) to take any action deemed proper by the Trustee Agent and which is not inconsistent with such direction or directions by Holders.. ARTICLE SIX

Control by Holders. The Holders of a majority of the CVRs at the time affected Outstanding Purchase Contracts constituting a part of any Outstanding Units shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the TrusteeAgent, or exercising any trust or power conferred on the Trustee Agent with respect to the CVRs such Purchase Contracts by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; Agreement and provided further that (subject to the provisions of Section 401‎Section 6.01) the Trustee Agent shall have the right to decline to follow any such direction if the TrusteeAgent, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee Agent in good faith by its board of directors, the executive committee, directors or board of trustees or a trust committee of directors or its Responsible Officers of the Trustee Officers, shall determine that the action or proceedings so directed would could involve the Trustee Agent in personal liability or if the Trustee Agent in good faith shall so determine that the actions or forbearances forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Units not joining in the giving of said direction, it being understood that (subject to Section 401‎Section 6.01) the Trustee Agent shall have no duty to ascertain whether or not such actions or forbearances forebearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee Agent in its discretion (but subject to ‎Section 4.10) to take any action deemed proper by the Trustee Agent and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Securities of each series affected (voting together as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of each such series by this Agreementthe Indenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 401) the Indenture. The Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or for which the Trustee has not been indemnified to its satisfaction or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 401) the Trustee shall have no affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement the Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Securities of each series affected (voting as one class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of such series by this Agreementthe Indenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject the Indenture. Subject to the provisions of Section 401) 5.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 4015.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement the Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Notes at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs by this AgreementTrustee; provided provided, however, that such direction shall not be otherwise than in accordance conflict with any rule of law and or with this Indenture, as determined by the provisions Trustee, or unduly prejudicial to the rights of this Agreement; and provided further that (subject Holders of Notes at the time Outstanding not parties thereto. Subject to the provisions of Section 401) 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall, by its board of directors, the executive committee, a Responsible Officer or a trust committee of directors or Responsible Officers officers of the Trustee shall Trustee, determine that the action or proceedings proceeding so directed would involve the Trustee in personal liability liability. The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding may on behalf of the Holders of all of the Notes waive any past default in the performance of any of the covenants contained herein and its consequences, except a default in the payment of the principal of (or premium, if any) or interest on, any of the Notes as and when the same shall become due by the terms of such Notes or a call for redemption of Notes. Upon any such waiver, the default covered thereby shall be deemed to be cured and to cease to exist for all purposes of this Indenture and the Issuer, the Trustee in good faith shall so determine that and the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs not joining in the giving of said directionNotes shall be restored to their former positions and rights hereunder, it being understood that (subject respectively; but no such waiver shall extend to Section 401) the Trustee shall have no duty to ascertain whether any subsequent or not such actions other default or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the any right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holdersconsequent thereon.

Control by Holders. (a) The Majority Holders of a majority each Series of the CVRs at the time Outstanding Notes shall have the right to direct in writing the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided, that such Majority Holders have provided the Trustee with respect indemnity acceptable to the CVRs by this Agreement; provided Trustee against the costs, expenses (including reasonable attorneys' fees and expenses) and liabilities to be incurred in following such direction and that such direction shall not be otherwise than in accordance conflict with any law and the provisions of this Agreement; Indenture and provided further provided, further, that (subject to the provisions of Section 401801) the Trustee shall have the right to decline to follow any such direction if such directions are unclear or inconsistent with any other directives given to the Trustee or if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs so affected not joining in the giving of said direction, it being understood that (subject to Section 401801) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Notes at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs by this AgreementTrustee; provided provided, however, that such direction shall not be otherwise than in accordance conflict with any rule of law and or with this Indenture, as determined by the provisions Trustee, or unduly prejudicial to the rights of this Agreement; and provided further that (subject Holders of Notes at the time Outstanding not parties thereto. Subject to the provisions of Section 401) 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall, by its board of directors, the executive committee, a responsible officer or a trust committee of directors or Responsible Officers officers of the Trustee shall Trustee, determine that the action or proceedings proceeding so directed would involve the Trustee in personal liability liability. The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding may on behalf of the Holders of all of the Notes waive any past default in the performance of any of the covenants contained herein and its consequences, except a default in the payment of the principal of (or premium, if any) or interest on, any of the Notes as and when the same shall become due by the terms of such Notes or a call for redemption of Notes. Upon any such waiver, the default covered thereby shall be deemed to be cured and to cease to exist for all purposes of this Indenture and the Issuer, the Trustee in good faith shall so determine that and the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs not joining in the giving of said directionNotes shall be restored to their former positions and rights hereunder, it being understood that (subject respectively; but no such waiver shall extend to Section 401) the Trustee shall have no duty to ascertain whether any subsequent or not such actions other default or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the any right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holdersconsequent thereon.

Control by Holders. The Holders of a majority in principal amount of the CVRs at the time Outstanding outstanding Notes shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee Trustee, with respect to the CVRs by this Agreement; Notes, provided that (a) such direction shall not be otherwise than in accordance conflict with any rule of law and or with this Indenture, (b) the provisions Trustee has not in good faith determined that such direction may be unduly prejudicial to the rights of this Agreement; and provided further other Holders not taking part in such direction (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders), (c) the Trustee may, but shall be under no obligation to, take any other action deemed proper by the Trustee which is not inconsistent with such direction, (d) subject to the provisions of Section 401) 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall, by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers Officer of the Trustee shall Trustee, determine that the action or proceedings proceeding so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant liability, and (e) prior to such direction would be unduly prejudicial to the interests of Holders of the CVRs not joining in the giving of said directiontaking any action as directed under this Section 6.12, it being understood that (subject to Section 401) the Trustee shall have no duty be entitled to ascertain whether or not such actions or forbearances are unduly prejudicial indemnity satisfactory to such Holders. Nothing it against the costs, expenses and liabilities which might be incurred by it in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent compliance with such direction request or directions by Holdersdirection.

Control by Holders. The Holders holders of a majority in aggregate principal amount of the CVRs Securities of each series affected (with each series voting as a separate class) at the time Outstanding outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of such series by this AgreementIndenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; Indenture and provided further that (subject to the provisions of Section 4016.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances forebearances specified in or pursuant to such direction would shall be unduly prejudicial to the interests of Holders holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 4016.1) the Trustee shall have no duty to ascertain whether or not such actions or forbearances forebearances are unduly prejudicial to such Holdersholders. Nothing in this Agreement Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holdersholders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Securities of each series affected (with each series voting as a separate class) at the time Outstanding outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of such series by this AgreementIndenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; Indenture and provided further that (subject to the provisions of Section 4016.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would shall be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 4016.1) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. (a) The Majority Holders of a majority of the CVRs at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided, that such Majority Holders have provided the Trustee with respect indemnity acceptable to the CVRs by this Agreement; provided Trustee against the costs, expenses (including reasonable attorneys' fees and expenses) and liabilities to be incurred in following such direction and that such direction shall not be otherwise than in accordance conflict with any law and the provisions of this Agreement; Indenture and provided further provided, further, that (subject to the provisions of Section 401801) the Trustee shall have the right to decline to follow any such direction if such directions are unclear or inconsistent with any other directives given to the Trustee or if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs so affected not joining in the giving of said direction, it being understood that (subject to Section 401801) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Subject to the provisions of Section 5.04(d), the Holders of a majority in aggregate principal amount of all of the CVRs at the time Outstanding Securities of all series affected (voting together 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 Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of each such series by this Agreementthe Indenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject the Indenture. Subject to the provisions of Section 401) 5.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 4015.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement the Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority of the CVRs Securities at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 4014.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers responsible officers of the Trustee shall determine that the action or proceedings proceed- ings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine deter- mine that the actions or forbearances forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities not joining in the giving of said direction, it being understood that (subject to Section 4014.1) the Trustee shall have no duty to ascertain whether or not such actions or forbearances forebearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent inconsis- tent with such direction or directions by Holders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs at the time Outstanding Notes, determined in accordance with Section 2.4, shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs by this AgreementNotes; provided 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 Agreement; and provided further that (subject Indenture. Subject to the provisions of Section 401) 7.01 of the Base Indenture, the Trustee shall have the right to decline refuse to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall, by its board of directors, the executive committee, a Responsible Officer or a trust committee of directors or Responsible Officers officers of the 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 Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would might be unduly prejudicial to the interests of Holders of the CVRs not joining involved in the giving of said direction, it being understood that (subject to Section 401) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to proceeding and may take any other action deemed it deems proper by the 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 Outstanding Notes may on behalf of the Holders of the Notes waive any past Default hereunder with respect to the Notes and its consequences, except a Default (a) in the payment of the principal of or directions by Holdersinterest 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 Holders of a majority of the CVRs at the time Outstanding outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement, and provided the Trustee is paid in advance for its anticipated expenses and compensation for its services in following such direction(s), or is satisfied that it will be paid therefore; and provided further that (subject to the provisions of Section 401) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability liability, or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction 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 401) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which action it reasonably believes is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs at the time Outstanding Notes shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the CVRs by this AgreementSecurities; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 401a) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, Trustee shall determine that the action or proceeding so directed may not lawfully be taken conflicts with any law or the provisions of this Indenture or if the Trustee in good faith shall, by its board of directorsa Responsible Officer, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the such action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs not joining taking part in the giving of said such direction, it being understood that ; (subject to Section 401b) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to may take any other action deemed proper by the Trustee and which is not inconsistent with such direction; and (c) the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee security or directions by Holdersindemnity satisfactory to the Trustee against any loss, liability or expense it may incur. 65 such Note on the respective due date expressed in such Note (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. Section 511.

Control by Holders. The Holders of a majority in aggregate ------------------ principal amount of the CVRs Securities at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs by this AgreementIndenture; provided that such direction shall not be otherwise -------- than in accordance with law and the provisions of this AgreementIndenture; and provided -------- further that (subject to the provisions of Section 4015.1 hereof) the Trustee shall ------- have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would shall be unduly prejudicial to the interests of Holders of the CVRs Securities not joining in the giving of said direction, it being understood that (subject to Section 4015.1 hereof) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority of the CVRs CVIs at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs CVIs by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 4014.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs CVIs not joining in the giving of said direction, it being understood that (subject to Section 4014.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Securities of all affected series (voting together as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of each such series by this Agreementthe Indenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject the Indenture. Subject to the provisions of Section 401) 5.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 4015.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.36

Control by Holders. The Holders of a majority in principal amount of the CVRs at the time Outstanding outstanding Notes shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee Trustee, with respect to the CVRs by this Agreement; Notes, provided that (a) such direction shall not be otherwise than in accordance conflict with any rule of law and or with this Indenture, (b) the provisions Trustee has not in good faith determined that such direction may be unduly prejudicial to the rights of this Agreement; and provided further other Holders not taking part in such direction (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders), (c) the Trustee may, but shall be under no obligation to, take any other action deemed proper by the Trustee which is not inconsistent with such direction, (d) subject to the provisions of Section 401) 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall, by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers Officer of the Trustee shall Trustee, determine that the action or proceedings proceeding so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant liability, and (e) prior to such direction would be unduly prejudicial to the interests of Holders of the CVRs not joining in the giving of said directiontaking any action as directed under this Section 6.12, it being understood that (subject to Section 401) the Trustee shall have no duty be entitled to ascertain whether or not such actions or forbearances are unduly prejudicial indemnity satisfactory to such Holders. Nothing it against the costs, expenses and liabilities which might be incurred by it in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent compliance with such direction request or directions by Holdersdirection. Section 6.13.

Control by Holders. The Holders of a majority of the CVRs PRs at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs PRs by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 401) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs PRs not joining in the giving of said direction, it being understood that (subject to Section 401) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority in aggregate principal amount of the CVRs Securities of each series affected (voting as one class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of such series by this AgreementIndenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject Indenture. Subject to the provisions of Section 401) 5.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or for which it has not received indemnity or security satisfactory to the Trustee against loss, liability or expense, or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 4015.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority of the CVRs Securities at the time Outstanding shall have the right to direct the time, method, and place of conducting -44- 110 any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 4014.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities not joining in the giving of said direction, it being understood that (subject to Section 401) the Trustee shall have no duty to ascertain whether or not such actions or forbearances forebearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Holders of a majority of the CVRs Securities at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the TrusteeRights Agent, or exercising any trust or power conferred on the Trustee Rights Agent with respect to the CVRs Securities by this Agreement; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 4014.1) the Trustee Rights Agent shall have the right to decline to follow any such direction if the TrusteeRights Agent, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee Rights Agent in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers responsible officers of the Trustee Rights Agent shall determine that the action or proceedings so directed would involve the Trustee Rights Agent in personal liability or if the Trustee Rights Agent in good faith shall so determine that the actions or forbearances forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities not joining in the giving of said direction, it being understood that (subject to Section 4014.1) the Trustee Rights Agent shall have no duty to ascertain whether or not such actions or forbearances forebearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee Rights Agent in its discretion to take any action deemed proper by the Trustee Rights Agent and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The With respect to Securities of any series, the Holders of a majority in aggregate principal amount of the CVRs Securities of such series affected (voting together as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs Securities of each such affected series by this Agreementthe Indenture; provided provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Agreement; and provided further that (subject the Indenture. Subject to the provisions of Section 401) 5.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 4015.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement the Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Control by Holders. The Majority Holders of a majority of the CVRs at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the CVRs by this Agreement; Trustee, provided that such Majority Holders have provided the Trustee with indemnity acceptable to the Trustee against the costs, expenses (including reasonable attorneys' fees and expenses) and liabilities to be incurred in following such direction and that direction shall not be otherwise than in accordance conflict with any law and the provisions of this Agreement; Indenture and provided further provided, further, that (subject to the provisions of Section 401801) the Trustee shall have the right to decline to follow any such direction if such directions are unclear or inconsistent with any other directives given to the Trustee or if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs so affected not joining in the giving of said direction, it being understood that (subject to Section 401801) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by the Majority Holders.

Control by Holders. The Except as otherwise expressly provided herein, the Majority of Holders of a majority of the CVRs at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the CVRs by this Agreement; Trustee, provided that (i) such direction shall not be otherwise than in accordance conflict with any rule of law and the provisions of or with this Agreement; and provided further that Indenture, including Section 804 hereof, (subject ii) such Noteholders have offered to the provisions Trustee reasonable indemnity against costs, expenses and liabilities which it might incur in connection therewith as provided in Section 902(iii) hereof, (the unsecured indemnity of Section 401a Rated Institutional Noteholder being deemed satisfactory for such purpose), (iii) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction 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 401) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Agreement shall impair the right of the Trustee in its discretion to take any other action deemed proper by the Trustee and which is not inconsistent with such direction provided, however, that, subject to Section 901 hereof, the Trustee need not take any action which it determines might involve it in personal liability or directions be unjustly prejudicial to the Noteholders not consenting, and (iv) if the conditions to retention of the Collateral set forth in Section 816 hereof have been satisfied and the Trustee elects to retain the Collateral pursuant to such Section, then any direction to the Trustee by Holdersthe Holders of the Notes to undertake a sale of the Collateral shall be of no force and effect.