Common use of Control by Majority Noteholders Clause in Contracts

Control by Majority Noteholders. Subject to the provisions of Section 9.04(h) and the provisions hereunder granting rights to the Required Holders, the Majority Noteholders shall have the right to direct the Indenture Trustee, in writing, to (i) take action, suffer any action to be taken or omit to take action with respect to the Security for the Senior Notes or (ii) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred on the Indenture Trustee; provided that: (a) the Indenture Trustee shall not be required to act if the Indenture Trustee shall have received an Opinion of Counsel that the action so directed may not lawfully be taken or would be in conflict with this Indenture; (b) if the payment within a reasonable time to the Indenture Trustee of the reasonable costs, expenses or liabilities likely to be incurred by it in the taking, suffering or omission of such action, in the reasonable opinion of the Indenture Trustee, is not assured to the Indenture Trustee by the terms of this Indenture, the Indenture Trustee may require reasonable security or indemnity (including reasonable advances) against any such expense or liability as a condition to the taking, suffering or omission of any such action; and (c) the Indenture Trustee may take any other reasonable action deemed proper by the Indenture Trustee that is consistent with such direction; provided, however, that, subject to Section 11.01, the Indenture Trustee need not take any action that is discretionary or that it determines might impose liability on the Indenture Trustee for which it is not, in its sole discretion, adequately indemnified.