Common use of Control by Majority Clause in Contracts

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject the Trustee to personal liability; provided that the Trustee may take any other action deemed proper by the Trustee. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Subject to the other provisions of this Indenture and applicable law, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the The Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderHolder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. The (a) Holders of not less than a majority in principal amount of the outstanding Securities Outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholderany other Holder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee. Trustee which is not inconsistent with such direction. (b) In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against any loss or expense caused by taking or not taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the Securities of a series then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with regard to the Securities of that series or of exercising any trust or power conferred on itthe Trustee with regard to the Securities of that series. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided liability provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any as a result of a direction pursuant to given under this IndentureSection, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking such action or following such directionnot taking that action.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities Notes 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 itthe Trustee, in respect of the Notes. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with any law or this Indenture, Indenture or that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, any other Holder or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with any such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall will be entitled to indemnification and/or security satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities of any Series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee with respect to that Series. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, any other Holder of that Series or that may, in the sole judgment of the Trustee, give rise to or would subject the Trustee to personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. (a) The Holders of not less than at least a majority in aggregate principal amount of the outstanding Securities of any Series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee of such Series or exercising any trust or power conferred on itit with respect to such Series. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderHolder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee. Trustee which is not inconsistent with such direction. (b) In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Subject to Section 2.9 (Acts by Holders), the Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on itthe Trustee. Subject to Section 7.017.1 (Duties of Trustee and Agents), however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture or that the Trustee determines may be is unduly prejudicial to the rights of another SecurityholderHolder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall will be entitled to indemnification security and/or indemnity satisfactory to it in its sole discretion against any loss or loss, liability, fee and expense caused by taking or not taking such action or following such directionaction.

Control by Majority. (a) The Holders of not less than at least a majority in principal amount of the then outstanding Securities may Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderHolder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee. Trustee which is not inconsistent with such direction. (b) In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Subject to Section 2.10, the Holders of not less than a majority in principal amount of the outstanding Securities may Notes may, by written notice to the Trustee, direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.017.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture or that the Trustee determines may be is unduly prejudicial to the rights of another SecurityholderHolder of Notes, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionin accordance with Section 7.7.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholderany other Noteholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows following any direction pursuant to this IndentureSection 6.05, the Trustee shall be entitled to indemnification from such Holders satisfactory to it in its sole discretion against any loss fees, loss, liability, cost or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities may Notes shall have the right to direct the time, method and place of conducting any proceeding proceedings for any remedy available to the Trustee or exercising any trust or power conferred on itTrustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liabilityliability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification indemnity or security reasonably satisfactory to it in its sole discretion against any loss or expense all losses, liabilities, and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in outstanding principal amount of the outstanding Securities of such series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee reasonably determines may be is unduly prejudicial to the rights of another Securityholder, or that mayother Holders or, in the sole judgment of the Trustee’s reasonable opinion, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Subject to Section 2.09, the Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderSecurity holder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this IndentureIndenture or any Security Document, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Subject to Section 2.10, the Holders of not less than a majority in principal amount of the outstanding Securities may Notes may, by written notice to the Trustee, direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.017.1, however, the Trustee may refuse to follow any direction that conflicts with any applicable law or this Indenture, Indenture or that the Trustee determines may be is unduly prejudicial to the rights of another SecurityholderHolder of Notes, or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to personal liabilityin liability or expense; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall will be entitled to indemnification reasonably satisfactory to it in its sole discretion against any loss or expense all losses, liabilities and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholderany other Noteholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking or not taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities or the Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than at least a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of another Securityholder, or that may, Holders of Notes not joining in the sole judgment giving of such direction received from the TrusteeHolders of Notes; provided, give rise to or subject the Trustee to personal liability; provided however, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Subject to the terms of the Security Documents, the Holders of not less than a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, any other Holder or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Subject to Section 2.10, the Holders of not less than a majority in principal amount of the outstanding Securities may Notes, may, by written notice to the Trustee, direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.017.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture or that the Trustee determines may be is unduly prejudicial to the rights of another SecurityholderHolder of such Notes, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionin accordance with Section 7.7.

Control by Majority. The Holders of not less than 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 itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee Trustee, as the case may be, may refuse to follow any direction that conflicts with any law or this Indenture, the Notes, or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall be entitled to indemnification indemnity, security and/or prefunding satisfactory to it in its sole discretion against any loss or expense all losses, liabilities and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders holders of not less than the Notes 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 any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee with respect to the Notes. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other holders of Notes or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory and/or security to it in its sole discretion the satisfaction of the Trustee against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderNoteholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided PROVIDED that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Subject to the other provisions of this Indenture and applicable law, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the The Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderHolder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Subject to the other provisions of this Indenture and applicable law, the Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.017.02, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderHolder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Subject to the other provisions of this Indenture and applicable law, the Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the The Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderHolder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Subject to the terms of the Security Documents, the Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject the Trustee to personal liability; provided that the Trustee may take any other action deemed proper by the Trustee. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.1, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liabilityliability or expense for which the Trustee has not received a satisfactory indemnity therefore; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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 itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities or the Subsidiary Guarantees, or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses, liabilities and expenses that might be caused by taking or not taking such action or following such directionaction.

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

Control by Majority. The Holders holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholderany other noteholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against any loss or expense caused by taking or not taking such action or following such direction.

Control by Majority. The Subject to the other provisions of this Indenture and applicable law, the Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderNoteholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee with respect to the Securities. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows following any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the 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 itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, any Security Document or, if applicable, the Intercreditor Agreement, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderHolder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this the Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows following any direction pursuant to this IndentureSection 6.05, the Trustee shall be entitled to indemnification from such Holders satisfactory to it in its sole discretion against any loss fees, loss, liability, cost or expense caused by taking such action or following such direction.

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 itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities or the Subsidiary Guarantees, or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses that might be caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.1, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, any other Holder (it being understood that the Trustee shall have no duty to make such determination) or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification from the Holders satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Subject to the other provisions of this Indenture and applicable law, the Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderHolder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee with respect to the Securities. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any applicable law or this IndentureIndenture or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The (a) Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on itthe Trustee. Subject to Section 7.016.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholderany other Holder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee. Trustee which is not inconsistent with such direction. (b) In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against any loss or expense caused by taking or not taking such action or following such direction.

Control by Majority. The Subject to Section 2.10, the Holders of not less than a majority in principal amount of the outstanding Securities may Notes may, by written notice to the Trustee, direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.017.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture or that the Trustee determines may be is unduly prejudicial to the rights of another SecurityholderHolder of Notes, or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to personal liabilityin liability or expense; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses, liabilities and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Subject to Section 2.9, the Holders of not less than a majority in principal amount of the all outstanding Securities series of Securities, voting as a single class, may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.1, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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

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

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Outstanding Securities of each series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on itit with respect to such series. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderSecurity Holder of the Securities of such series, or that may, may result in the sole judgment incurrence of liability by the Trustee, give rise to or subject the Trustee to personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject the Trustee to personal liability; liability; provided that the Trustee may take any other action deemed proper by the Trustee. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Subject to Section 2.09, the Holders of not less than a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising Trustee, including, without limitation, any trust or power conferred on itremedies provided for in Section 6.03. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, Holder or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against any loss loss, liability or expense caused by taking such action or following such direction.. This

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Collateral Agent or of exercising any trust or power conferred on itthe Trustee or the Collateral Agent. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Notes or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee and the Collateral Agent shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all fees, losses, liabilities and expenses (including attorney’s fees and expenses) that may be caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.1, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, any other Holder (it being understood that the Trustee shall have no duty to make such determination) or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to reasonable indemnification from the Holders satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided PROVIDED that 90 the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification from the Company satisfactory to it in its sole discretion against any loss fees, loss, liability, cost or expense caused by taking such action or following such direction.

Control by Majority. The Subject to Section 2.9, the Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.017.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderSecurity holder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this IndentureIndenture or any Security Document, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Subject to the terms of the Intercreditor Agreement and the Security Documents, the Holders of not less than a majority in aggregate principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the The Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderHolders not joining in such direction, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities of any Series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee with respect to that Series. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, any other Holder of that Series or that may, in the sole judgment of the Trustee, give rise to or would subject the Trustee to personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification indemnity satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than 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 any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee by this Indenture. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, Holder of such Notes or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in ------------------- principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee (including in connection with a tender offer or exchange offer for Securities). Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided , provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee with respect to the Securities of such series. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion reasonable indemnity against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Subject to Section 2.09, the Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Escrow Agreement, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.. This

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law 114 -104- or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows following any direction pursuant to this IndentureSection 6.05, the Trustee shall be entitled to indemnification from such Holders satisfactory to it in its sole discretion against any loss fees, loss, liability, cost or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee by this Indenture. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than 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 exercising any trust or power conferred on it. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Security Agreements or, subject to Section 7.01 hereof, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, other Holders of Secured Notes or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided PROVIDED that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Subject to Section 2.12, the Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may in- volve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsis- tent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification in- demnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.. This

Control by Majority. The Subject to the terms of the Security Documents, the Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Notes or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all fees, losses and expenses (including attorney’s fees and expenses) caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction direc- tion that conflicts with any law or this IndentureIndenture or the Notes or, subject to Sections 7.1 and 7.2, that the Trustee determines may be deter- mines is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provid- ed, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory satisfacto- ry to it in its sole discretion against any loss or expense all fees, losses and expenses (including attorney’s fees and expenses) caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders Subject to Section 2.10, the holders of the Notes of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on itthe Trustee. Subject to Section 7.017.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture or that the Trustee determines may be is unduly prejudicial to the rights of another Securityholderholder of the Notes, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall will be entitled to indemnification or security from the holders of the Notes satisfactory to it in its sole discretion against any loss or loss, liability and expense caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, any other Holder (it being understood that the Trustee shall have no duty to make such determination) or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to reasonable indemnification from the Holders satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the Notes of a series then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on itthe Trustee with respect to the Notes of such series. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any applicable law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, any other Holder or that may, in the sole judgment of the Trustee, give rise to or would subject the Trustee to personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification receive indemnity satisfactory to it in its sole discretion against any loss or expense all losses, liabilities, claims and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Subject to Section 2.09, the Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided -------- that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount at maturity of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or any Security Document, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided PROVIDED that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this IndentureIndenture or any Security Document, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderHolder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows following any direction pursuant to this IndentureSection 6.05, the Trustee shall be entitled to indemnification from such Holders satisfactory to it in its sole discretion against any loss fees, loss, liability, cost or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject the Trustee to personal liability; provided that the Trustee may take -------- any other action deemed proper by the Trustee. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.1, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, any other Holder (it being understood that the Trustee shall have no duty to make such determination) or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification from the Holders satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Subject to Section 2.09, the Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Subject to Section 2.09, the Holders of not less than a majority in principal amount Principal Amount at Maturity of the then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, -------- however, that the Trustee may take any other action deemed proper by the TrusteeTrustee ------- which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.. This

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders holders of not less than a majority in aggregate principal amount of the 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 any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities, the Guaranty or the Security Documents or, subject to Sections 7.1 and 7.2, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the 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 any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Holders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses, liabilities and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in ------------------------------- principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.1 and Section 7.2, that the Trustee determines may be is unduly ----------- ----------- prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Subject to Section 2.09, the Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderSecurity holder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed -------- proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, Indenture or any Security Document the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that that, in its sole discretion, it believes conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee in its sole discretion determines may be is unduly prejudicial to the rights of another Securityholder, other Securityholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee. In the event -------- the Trustee takes which is not inconsistent with such direction. Prior to taking any action or follows following any direction pursuant to this IndentureSection 6.05, the Trustee shall be entitled to indemnification from such Holders satisfactory to it in its sole discretion against any loss fees, loss, liability, cost or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification from the Company satisfactory to it in its sole discretion against any loss loss, liability, cost or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderHolder, or that may, in the sole judgment of the Trustee, give rise to or subject the Trustee to personal liability; provided that the Trustee may take any other action deemed proper by the Trustee. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Noteholders or that may, in the sole judgment of the Trustee, give rise to or subject would involve the Trustee to in personal liabilityliability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification indemnity or security reasonably satisfactory to it in its sole discretion against any loss or expense all losses, liabilities, and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines deter mines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided -------- that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory satisfac tory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01The Trustee, however, the Trustee may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with any law law, this Indenture or this Indenture, the Intercreditor Deed or that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, any other Holder or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; liability or expense, provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with any such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall be is entitled to indemnification and/or security satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than at least a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee pursuant to this Indenture or exercising any trust or power conferred on itit pursuant to this Indenture. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of another SecurityholderHolder; provided, or that mayhowever, in the sole judgment of the Trustee, give rise to or subject the Trustee to personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows following any direction pursuant to this Indenture, the Trustee shall be entitled to seek indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than 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 exercising any trust or power conferred on it. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Security Agreements or, subject to Section 7.1 hereof, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, other Holders of Secured Notes or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that 66 -58- the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification from the Company satisfactory to it in its sole discretion against any loss fees, loss, liability, cost or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows following any direction pursuant to this IndentureSection 6.05, the Trustee shall be entitled to indemnification from such Holders satisfactory to it in its sole discretion against any loss fees, loss, liability, cost or expense caused by taking such action or following such direction.

Control by Majority. The Subject to the other provisions of this Indenture and applicable law, the Holders of not less than a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another SecurityholderHolder, or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in ------------------- aggregate principal amount of the outstanding Securities then Outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. Subject to Section 7.01Sections 7.1 and 7.2, however, the Trustee may refuse to follow any direction ------------ --- that conflicts with any law or this Indenture, that the Trustee determines may be is unduly prejudicial to the rights of another Securityholder, other Noteholders or that may, in the sole judgment of the Trustee, give rise to or subject may involve the Trustee to in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the TrusteeTrustee that is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction.