Common use of Control by Majority Clause in Contracts

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and or security satisfactory to the Trustee it against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Subject to the terms of the Security Documents, the Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in outstanding principal amount of the then outstanding Securities of such series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee reasonably determines in good faith is unduly prejudicial to the rights of other Securityholders or Holders or, in the Trustee’s reasonable opinion, would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee Trustee, as the case may be, may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Notes, or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to indemnification and indemnity, security and/or prefunding satisfactory to the Trustee it in its sole discretion against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the it. The Trustee. However, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders or would that may involve the Trustee in personal liabilityliability or for which the Trustee does not have adequate indemnification pursuant to Section 7.01(e); provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Notes then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity reasonably satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee reasonable indemnity against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the time, method and place of 121 conducting any proceeding for exercising any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the Trustee, in respect of the Notes. However, the Trustee may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or this Indenture or, subject to Section 7.01, or that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with any such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall will be entitled to indemnification and and/or security satisfactory to the Trustee it against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities then outstanding Securities may direct the time, time method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.018.01 hereof, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to security or indemnification and security satisfactory to the Trustee it against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit, including, without limitation, any remedies provided for in Section 6.03. HoweverSubject to Section 7.01, however, the Trustee may refuse to follow any direction that the Trustee reasonably believes conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Holder, or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, ; and provided further that this provision shall not affect the rights of the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such actionset forth in Section 7.01(d).

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification and security satisfactory to the Trustee against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in ------------------- aggregate principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee by this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any -------- ------- other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount aggregate Accreted Principal Amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is unduly may be prejudicial to the rights of other Securityholders another Holder or would the Trustee, or that may involve the Trustee in personal liability; providedliability unless the Trustee is offered indemnity satisfactory to it. In addition, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in outstanding principal amount of the then outstanding Securities of such series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee reasonably determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liabilityliability or expense for which the Trustee has not received a satisfactory indemnity therefore; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and or security reasonably satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of Holders, by the then outstanding Securities Required Consent, may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture orIndenture, subject to Section 7.01that may involve the Trustee in personal liability, unless the Trustee has been provided reasonable indemnity against any loss of expense caused by its following such direction or that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders or would involve Holders not joining in the Trustee in personal liability; provided, however, that the Trustee giving of such direction and may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such actiondirection received from Holders.

Control by Majority. The With respect to Securities of any series, the Holders of a majority in principal amount of the then outstanding Securities of such series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder or that would involve subject the Trustee in to personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the it. The Trustee. However, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders or would that may involve the Trustee in personal liabilityliability or for which the Trustee does not have adequate indemnification pursuant to Section 7.01(e); provided, however, provided that the Trustee may take -------- any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder (it being understood that the Trustee shall have no duty to make such determination) or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security from the Holders satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; provided, however, that the Trustee may take any other -------- ------- action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security from such Holders satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and or security satisfactory to the Trustee it against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. HoweverSubject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Securityholder, or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other -------- action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities and expenses that may be any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee reasonable indemnity against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees, or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may might be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action or following any direction hereunder, the Trustee shall be entitled to reasonable indemnification and security satisfactory to the Trustee against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount at maturity of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security reasonably satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes (determined in accordance with Section 2.09) may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, Trustee under this Indenture; provided that the Trustee may refuse to follow any direction that conflicts with law or this Indenture orIndenture, subject to Section 7.01that may involve the Trustee in personal liability, or that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders or would involve Holders not joining in the Trustee in personal liability; provided, however, that the giving of such direction. The Trustee may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such directiondirection received from Holders. Prior The Trustee shall not be obligated to taking take any action hereunder, at the direction of Holders unless such Holders have offered to the Trustee shall be entitled to indemnification and security or indemnity satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such actionTrustee.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture 0000-0000-0000 or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the any series of Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee with respect to that series or of exercising any trust or power conferred on the it hereunder with respect to that series. The Trustee. However, the Trustee however, may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders Holders, or would that may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to receive reasonable indemnification and security from such Holders satisfactory to the Trustee it against all losses, liabilities losses and expenses that may be caused by taking or not taking such actionaction subject to the Trustee’s duty to act with the required standard of care during a default.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action or following any direction hereunder, the Trustee shall be entitled to indemnification and security reasonably satisfactory to the Trustee it against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. HoweverSubject to Section 7.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Securityholder, or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities and expenses that may be any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. The Holders of a majority in aggregate principal amount at maturity of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification and security satisfactory to the Trustee against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may Notes are given the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Noteholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Subject to Section 2.9, the Holders of a majority in principal amount of the then all outstanding Securities series of Securities, voting as a single class, may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security from the Securityholders satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification and security satisfactory to the Trustee against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in ------------------------------- principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1 and Section 7.2, that the Trustee determines in good faith is unduly ----------- ----------- prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities of a series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities of such series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee reasonable indemnity against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and security reasonably satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees, or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities and expenses that may might be caused by taking or not taking such action. SECTION 6.6.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law law, this Indenture, the Intercreditor Agreement or this Indenture any Security Document or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders holders of a majority in aggregate principal amount of the then Notes at the time outstanding Securities determined in accordance with Section 8.04 may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of at least a majority in principal amount of the Notes then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Sections 7,01 and 7.02, that the Trustee determines in good faith deter mines is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.018.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities Outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders Holders of Notes or would that may involve the Trustee in personal liabilityliability or expense; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with any such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall will be entitled to reasonable security and/or prefunding and/or indemnification and security satisfactory to the Trustee it against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Except as otherwise provided in the Security Documents, the Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Notes then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee by this Indenture; provided that such direction shall not be in conflict with any rule of law or with this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Noteholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee by this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of at least a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee pursuant to this Indenture or of exercising any trust or power conferred on the Trusteeit pursuant to this Indenture. HoweverSubject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture orIndenture, subject to Section 7.01that may involve the Trustee in personal liability, or that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liabilityanother Holder; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunderor following any direction pursuant to this Indenture, the Trustee shall be entitled to seek indemnification and security satisfactory to the Trustee it against all losses, liabilities and expenses that may be any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. The Holders holders of a majority in aggregate principal amount of the then Notes at the time outstanding Securities determined in accordance with Section 9.04 may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.018.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder (it being understood that the Trustee shall have no duty to make such determination) or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification and security from the Holders satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees, or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities and expenses that may might be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders 42 another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Secured Notes then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Security Agreements or, subject to Section 7.017.1 hereof, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders Holders of Secured Notes or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that (i) conflicts with law or this Indenture Indenture, (ii) or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or (iii) would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.018.01 hereof, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Section, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liabilityliability or expense for which the Trustee has not received a satisfactory indemnity therefore; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities fees and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount at maturity of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in ------------------- aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, -------- however, that the Trustee may take any other action deemed proper by the Trustee ------- that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable security or indemnification and security satisfactory to the Trustee against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in ------------------- principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee (including in connection with a tender offer or exchange offer for Securities). However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; , provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders holders of a majority in aggregate principal amount of the then Notes at the time outstanding Securities determined in accordance with Section 8.04 may direct direct, through their written consent, the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Holder or would the Trustee or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in -------------------- aggregate principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other -------- ------- action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee reasonable indemnity against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount at maturity of the then outstanding Securities may Notes are given the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Noteholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority -------------------- in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, -------- however, that the Trustee may take any other action deemed proper by the Trustee ------- that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification and security satisfactory to the Trustee against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the all Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy or power available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines would involve the Trustee in personal liability or that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liabilityHolders of Notes; provided, however, that the Trustee may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such directiondirection received for Holders of Notes. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in outstanding principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee reasonably determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit, including, without limitation, any remedies provided for in Section 6.03. HoweverSubject to Section 7.01, however, the Trustee may refuse to follow any direction that the Trustee reasonably believes conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Noteholder, or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior A Noteholder may not use this Indenture to taking any action hereunder, prejudice the Trustee shall be entitled rights of another Noteholder or to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking obtain a preference or not taking such actionpriority over another Noteholder. SECTION 6.06.

Control by Majority. The Holders of a majority in aggregate principal amount of the Secured Notes then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Security Agreements or, subject to Section 7.017.01 hereof, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders Holders of Secured Notes or would that may involve the Trustee in personal liability; provided, however, PROVIDED that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or law, this Indenture or the Escrow and Disbursement Agreement or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is determines may be unduly prejudicial to the rights of other Securityholders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of all the then outstanding Securities Notes may direct in writing the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit not relating to or arising under such an Event of Default. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders Holders, or would that may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to security or indemnification and security satisfactory to it in its sole discretion from Holders directing the Trustee against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder (it being understood that the Trustee shall have no duty to make such determination) or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security from the Holders satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction direc- tion that conflicts with law or this Indenture or the Notes or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines in good faith deter- mines is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; providedprovid- ed, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and security satisfactory satisfacto- ry to the Trustee it against all lossesfees, liabilities losses and expenses that may be (including attorney’s fees and expenses) caused by taking or not taking such action. SECTION 6.6.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities of a series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to such series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders of Securities of such series or would may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in ------------------- principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed -------- ------- proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to security or indemnification and security reasonably satisfactory to the Trustee it against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is furnished indemnity satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder (it being understood that the Trustee shall have no duty to make such determination) or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification and security from the Holders satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder or that would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities of any Series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to that Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder of that Series or that would involve subject the Trustee in to personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security indemnity satisfactory to the Trustee it against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes of a single maturity may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee by this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders another Holder of such Notes or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines in good faith is may be unduly prejudicial to the rights of other Securityholders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity reasonably satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may Notes may, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole discretion against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount at maturity of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee reasonable indemnity against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee reasonable indemnity against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. HoweverHow-ever, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of any other Securityholders Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderac-tion under this Indenture, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee it in its sole dis-cretion against all losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and security satisfactory to the Trustee against all losses, liabilities losses and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or the Collateral Agent or of exercising any trust or power conferred on the TrusteeTrustee or the Collateral Agent. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee and the Collateral Agent shall be entitled to indemnification and security satisfactory to the Trustee it against all fees, losses, liabilities and expenses (including attorney’s fees and expenses) that may be caused by taking or not taking such action.