Common use of Control by Majority Clause in Contracts

Control by Majority. 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 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. 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 Holder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve may, in the sole judgment of the Trustee, give rise to or subject the Trustee in to personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directionTrustee. 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the (a) Holders of not less than a majority in aggregate principal amount of the outstanding 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. The 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 any other Holder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding 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. The However, 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 Holder, any other Holder or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the Securities of a series then outstanding Notes 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. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided liability provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, any other Holder of that Series or that may involve would subject the Trustee in to personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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 it. The Subject to ‎Section 8.01, 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 Holder (it being understood that the Trustee has no duty to determine if any directed action is prejudicial to any Holder), or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the (a) The Holders of not less than at least a majority in aggregate principal amount of the outstanding Notes 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. The 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 Holder, or that may involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable lawSection 2.9 (Acts by Holders), the Holders of not less than a majority in aggregate principal amount of the 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. The Subject to Section 7.1 (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 Holder, or that may involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it against any loss or loss, liability, fee and expense caused by taking or not taking such action or following such directionaction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with regard to the Notes or of exercising any trust or power conferred on itthe Trustee with regard to the Notes. The However, 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 Holder, other Holders or that may would involve the Trustee in personal liability; provided liability provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable lawSection 2.10, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes may 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. The Subject to Section 7.1, 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 HolderHolder of Notes, or that may involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the (a) The Holders of not less than at least a majority in aggregate principal amount of the then outstanding Notes may 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. The 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 Holder, or that may involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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 it. The Subject to Section 8.01, 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 Holder (it being understood that the Trustee has no duty to determine if any directed action is prejudicial to any Holder), or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may 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. The However, 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 Holder, other Holders or that may would involve the Trustee 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 Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable lawSection 2.10, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes may 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. The Subject to Section 7.1, 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 HolderHolder of Notes, or that may would involve the Trustee in personal liabilityliability or expense; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee it against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. Subject to the other provisions of this Indenture and applicable lawSection 2.09, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurity holder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions terms of this Indenture and applicable lawthe Security Documents, the Holders of not less than a majority in aggregate principal amount of the 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. The However, 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 Holder, any other Holder or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. 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 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. The Subject to Section 7.02, 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 Holder, or that may involve the Trustee in personal liability; provided provided, that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. 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 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. 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 Holder, or that may involve the Trustee in personal liability; provided provided, that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. 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 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. 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 Holder, or that may involve the Trustee in personal liability; provided provided, that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable lawSection 2.10, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The Subject to Section 7.1, 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 HolderHolder of such Notes, or that may involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. The Trustee However, the 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 Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions terms of this Indenture and applicable lawthe Security Documents, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve may, in the sole judgment of the Trustee, give rise to or subject the Trustee in to personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directionTrustee. 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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. The However, 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 Holder, other Holders or that may would involve the Trustee 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 Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable lawSection 2.9, the Holders of not less than a majority in aggregate principal amount of the all outstanding Notes 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. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other -------- action deemed proper by the Trustee 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable lawSection 2.10, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes may 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. The Subject to Section 7.1, 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 HolderHolder of Notes, or that may would involve the Trustee in personal liabilityliability or expense; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The Subject to Section 7.1, 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 reasonable indemnification satisfactory to the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. 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 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. The 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 HolderNoteholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve may, in the sole judgment of the Trustee, give rise to or subject the Trustee in to personal liability; liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directionTrustee. 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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 with respect to the Securities. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes 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. The However, 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 Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided -------- that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it in its sole dis- cretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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. The However, 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 Holder, any other Holder (it being understood that the Trustee shall have no duty to make such determination) or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. 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 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. The 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 Holder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided PROVIDED that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it in its sole dis- cretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the (a) Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The Subject to Section 6.01, 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 any other Holder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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 with respect to the Securities. The However, 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 Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee it against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes 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. The However, 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 Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided PROVIDED that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurity Holder of the Securities of such series, or that may involve result in the Trustee in personal liabilityincurrence of liability by the Trustee; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of all the then outstanding Notes may direct in writing 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 not relating to or arising under such an Event of Default. The However, the Trustee may refuse to follow any direction that conflicts with any applicable law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Holderother Holders, or that may involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 security or indemnification satisfactory to it in its sole discretion from Holders directing 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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 it. The 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 Holder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the Trustee which 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 Securityholders satisfactory to the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve may, in the sole judgment of the Trustee, give rise to or subject the Trustee in to personal liability; provided that the Trustee may take -------- any other action deemed proper by the Trustee which is not inconsistent with such directionTrustee. 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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 it. The 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 Holder, or that may involve the Trustee in personal liability; provided PROVIDED that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, any other Holder (it being understood that the Trustee shall have no duty to make such determination) or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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. The However, 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 Holder, any other Holder (it being understood that the Trustee shall have no duty to make such determination) or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes Outstanding Debt 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 Debt Securities of such series. The However, 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 Holder, other Debt Securityholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee it in its sole discretion against any loss or expense all losses, liability and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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. The However, 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 Holder, other Holders or that may would involve the Trustee 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 Trustee which 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 the Trustee it in its sole discretion against any loss or expense all losses, fees and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes 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 itthe Trustee. The 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 in good faith may be unduly prejudicial to the rights of another Holder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it against any loss or expense caused that may be incurred by it by taking such action or following such direction.

Control by Majority. 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 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. The 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 Holder, or that may involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in ------------------- aggregate principal amount of the outstanding 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. The Subject to Sections 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 Holder, other Noteholders or that may involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes may are given the right to 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. The However, 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 Holder, other Noteholders or that may would involve the Trustee in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Section 6.1 and Section 6.2, that the Trustee determines may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal Personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the Trustee which 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 IndentureSection 6.05, the Trustee shall be entitled to indemnification from the Securityholders satisfactory to the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable lawSection 2.09, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Notes 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. The 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 Holder, Holder or that may involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it against any loss loss, liability or expense caused by taking such action or following such direction.. This

Control by Majority. Subject to the other provisions of this Indenture and applicable lawSection 2.09, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.. This

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided -------- that the Trustee may take any other action deemed proper by the Trustee 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 Holders satisfactory to the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided -------- that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than at least a majority in aggregate principal amount of the outstanding 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. The 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 Holder; provided, or that may involve the Trustee in personal liability; provided however, that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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 it. The 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 HolderNoteholder, or that may involve may, in the sole judgment of the Trustee, give rise to or subject the Trustee in to personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directionTrustee. 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable lawSection 2.09, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, any other Holder of Securities of that Series or that may involve would expose the Trustee in to personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable lawSection 2.12, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve in- volve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.. This

Control by Majority. Subject to the other provisions terms of this Indenture and applicable lawthe Security Documents, the Holders of not less than a majority in aggregate principal amount of the 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. The However, 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 Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee it 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions The holders of this Indenture and applicable law, the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding Notes determined in accordance with Section 9.04 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. The However, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 8.01, that the Trustee determines may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, any other Holder of that Series or that may involve would subject the Trustee in to personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee it against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided PROVIDED that 90 the Trustee may take any other action deemed proper by the Trustee 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable lawSection 2.9, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The Subject to Section 7.1, 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 HolderSecurity holder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions terms of this Indenture the Intercreditor Agreement and applicable lawthe Security Documents, the Holders of not less than a majority in aggregate principal amount of the 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 it. 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 HolderHolders not joining in such direction, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 Holder, or that may involve may, in the sole judgment of the Trustee, give rise to or subject the Trustee in to personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directionTrustee. 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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. The However, 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 Holder, other Noteholders or that may would involve the Trustee 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 Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable lawSection 2.09, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided -------- that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided PROVIDED that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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 it. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee 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. Subject to the other provisions The holders of this Indenture and applicable law, the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding Notes 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. The However, 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 Holder, other holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 Holder, or that may involve the Trustee in personal liability; provided PROVIDED that the Trustee may take any other action deemed proper by the Trustee 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 the Trustee 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. Subject to the other provisions The holders of this Indenture and applicable law, the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding Notes determined in accordance with Section 9.04 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. The However, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 8.01, that the Trustee determines may be is unduly prejudicial to the rights of another Holder, other holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 of the Notes satisfactory to the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes ------------------- 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. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which -------- ------- 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the 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 with respect to the Securities. The However, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 601 of the Existing Indenture, that the Trustee determines may be unduly is prejudicial to the rights of another Holder, other Securityholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee against any loss or expense all losses, claims, liabilities, damages and expenses (including reasonable legal fees and expenses) caused by taking or not taking such action or following such directionaction.

Control by Majority. Subject to the other provisions of this Indenture and applicable lawSection 2.09, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurity holder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed -------- proper by the Trustee 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The However, 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 Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable lawSection 2.09, the Holders of not less than a majority in aggregate principal amount Principal Amount at Maturity of the then outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided provided, -------- however, that the Trustee may take any other action deemed proper by the Trustee ------- 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.. This

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided that 66 -58- the Trustee may take any other action deemed proper by the Trustee 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 the Trustee it in its sole discretion against any loss or expense caused by taking such action or following such direction.

Control by Majority. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes 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. The 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 HolderSecurityholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by -------- the Trustee 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority in aggregate principal amount of the Secured Notes then outstanding Notes 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. The However, 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 Holder, other Holders of Secured Notes or that may involve the Trustee in personal liability; provided PROVIDED that the Trustee may take any other action deemed proper by the Trustee which 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 the Trustee 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. Subject to the other provisions of this Indenture and applicable law, the The Holders of not less than a majority ------------------- in aggregate principal amount of the 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 with respect to the Securities. The However, 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 Holder, other Securityholders or that may would involve the Trustee in personal liability; provided provided, -------- however, that the Trustee may take any other action deemed proper by the Trustee which ------- 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 the Trustee against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.