Common use of Control by Majority Clause in Contracts

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the Securitiesthat Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder of that Series or that would involve subject the Trustee in to personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding 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 the Trustee with respect regard to the SecuritiesNotes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of other Holders or that would involve the Trustee in personal liability; liability provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderas a result of a direction given under this Section, the Trustee shall will be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such that action.

Control by Majority. 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 exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect Trustee. Subject to the Securities. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is in good faith may be unduly prejudicial to the rights of other Holders another Holder, or would that may involve the Trustee in personal liability; provided, however, provided that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification against all losses and expenses any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. The Holders of a majority in aggregate principal amount of the 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 the Trustee with respect to the SecuritiesNotes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder of the Notes or that would involve subject the Trustee in to personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification indemnity reasonably satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 it, under this Indenture, the Trustee with respect to Notes, the SecuritiesSecurity Documents or otherwise. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, or that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee liability and may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such directiondirection received from such Holders of the Notes. Prior In addition, prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification from the Holders on terms reasonably satisfactory to the Trustee against all losses and expenses caused by arising from taking or not taking such action.

Control by Majority. The Holders of 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it against all losses fees, losses, liabilities and expenses (including attorney’s fees and expenses) that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with Trustee, in respect to of the SecuritiesNotes. However, the Trustee may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or this Indenture or, subject to Section 7.01, or that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or would that may involve the Trustee in personal liability; provided, however, provided that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with any such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall will be entitled to reasonable indemnification and/or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Securitiesit. However, subject to Section 7.01 hereof, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is may be unduly prejudicial to the rights of other Holders of Notes or would that may involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the . The Trustee may take any other action deemed which it deems proper by the Trustee that and which is not inconsistent with any such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification reasonably satisfactory to it against all losses and expenses any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. 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 the Trustee with respect Trustee. Subject to the Securities. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holders Noteholder, or would that may involve the Trustee in personal liability; provided, however, provided that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the U.S. Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesU.S. Trustee. However, the each Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the each Trustee determines is unduly prejudicial to the rights of other Holders or would involve the each Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the each Trustee may take any other action deemed proper by the such Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the each Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it, in its sole discretion, against all losses fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding may Notes shall have the right to direct the time, method and place of conducting any proceeding proceedings for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or 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, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification indemnity or security reasonably satisfactory to it in its sole discretion against all losses losses, liabilities, and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes of a series may direct in writing the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising to exercise any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification or other security reasonably satisfactory to it against all losses losses, liabilities and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding may direct in writing the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification or other security reasonably satisfactory to it against all losses losses, liabilities and expenses caused by taking or not taking such action.

Control by Majority. The Holders of at least 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or law, this Indenture oror the Security Documents, subject to Section 7.01that may involve the Trustee in personal liability, or that the Trustee determines is in good faith may be unduly prejudicial to the rights of other Holders or would involve not joining in the Trustee in personal liability; providedgiving of such direction, however, that subject to Section 315 of the TIA, the Trustee and may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such directiondirection received from such Holders. Prior to taking any action hereunderunder this Section 6.05, the Trustee shall will be entitled to reasonable security and/or indemnification satisfactory to it in its sole direction against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. 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 the Trustee with respect Trustee. Subject to the Securities. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holders Noteholder, or would that may involve the Trustee in personal liability; provided, however, provided that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses any loss or expense caused by taking or not taking such actionaction or following such direction.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securitiesit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines in good faith is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification and security satisfactory to the Trustee against all losses losses, liabilities and expenses that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate outstanding principal amount of the Securities then outstanding of such series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee reasonably determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Subject to the terms of the Security Documents, the Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or that would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities of any series then outstanding 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 the Trustee it hereunder with respect to the Securitiessuch series. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders Holders, or would that may involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders holders of the Notes of a majority in aggregate principal amount of the Securities Notes then outstanding 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 the Trustee with respect to the SecuritiesNotes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders holders of Notes or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification and/or security to the satisfaction of the Trustee against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it against all losses fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee Trustee, as the case may be, may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Notes, or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to reasonable indemnification indemnity, security and/or prefunding satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Control by Majority. 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Noteholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may direct the time, method and place of 121 conducting any proceeding for exercising any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the Trustee with Trustee, in respect to of the SecuritiesNotes. However, the Trustee may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or this Indenture or, subject to Section 7.01, or that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or would that may involve the Trustee in personal liability; provided, however, provided that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with any such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall will be entitled to reasonable indemnification and/or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of other Holders Noteholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in ------------------- aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securitiesby this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any -------- ------- other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. 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 the Trustee with respect it. Subject to the Securities. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Noteholder, or would that may involve the Trustee in personal liability; provided, however, PROVIDED that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification against all losses and expenses any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. The Holders of a majority in aggregate principal amount of the 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.01 and Section 7.02, that the Trustee determines is unduly prejudicial to the rights of other Holders or would potentially involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of at least 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 the Trustee with respect it. Subject to the Securities. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture orIndenture, subject to Section 7.01that may involve the Trustee in personal liability, or that the Trustee determines is in good faith may be unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityanother Holder; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification against all losses and expenses any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.018.01 hereof, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable security or indemnification satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification indemnity against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding may Notes 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Noteholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action or following any direction hereunder, the Trustee shall be entitled to reasonable indemnification reasonably satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Outstanding Notes of the Controlling 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other the Holders not taking part in such direction or that would involve subject the Trustee in to personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee Sections 6.04 and 6.05 of this Indenture shall be entitled deemed to reasonable indemnification against all losses and expenses caused by taking or not taking such actionsupersede section 316(a)(1) of the TIA.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees, or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses that might be caused by taking or not taking such action.

Control by Majority. The With respect to Securities of any series, the Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding of such series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or that would involve subject the Trustee in to personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect it. Subject to the Securities. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Securityholder, or would that may involve the Trustee in personal liability; provided, however, PROVIDED that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. The Holders of a majority in aggregate outstanding principal amount of the Securities then outstanding may have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Supplemental Indenture or, subject to Section 7.017.01 hereof, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior Subject to Section 7.01, prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification reasonably satisfactory to it against all losses loss, liability and expenses expense caused by taking or not taking such action.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect it. Subject to the Securities. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Securityholder, or would that may involve the Trustee in personal liability; provided, however, provided that subject to Section 315 of the TIA, the Trustee may take any other -------- action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. The Holders of a majority in aggregate principal amount of the any series of Securities then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to that series or of exercising any trust or power conferred on the Trustee it hereunder with respect to the Securitiesthat series. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.01, that the Trustee determines is may be unduly prejudicial to the rights of other Holders Holders, or would that may involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to receive reasonable indemnification from such Holders satisfactory to it against all losses and expenses caused by taking or not taking such actionaction subject to the Trustee’s duty to act with the required standard of care during a default.

Control by Majority. The Holders of a majority in aggregate outstanding principal amount of the Securities then outstanding of such series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee reasonably determines is unduly prejudicial to the rights of other Holders or or, in the Trustee’s reasonable opinion, would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action or following any direction hereunder, the Trustee shall be entitled to reasonable indemnification against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture orIndenture, subject to Section 7.01that may involve the Trustee in personal liability, or that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would involve of Notes not joining in the Trustee in personal liability; providedgiving of such direction, however, that subject to Section 315 of the TIA, the Trustee and may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such directiondirection received from Holders of Notes. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it against all fees, losses and expenses caused (including attorney’s fees and expenses) incurred or to be incurred by taking or not taking such action.

Control by Majority. The Holders holders of a majority in aggregate principal amount of the Securities then Notes at the time outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.018.01, that the Trustee determines is unduly prejudicial to the rights of other Holders holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount at maturity of the Securities then Notes outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or that would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with law or law, this Indenture or the Intercreditor Agreement or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Securityholder or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable be furnished with indemnification satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the such Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification or security reasonably satisfactory to it against all losses and expenses any loss, liability or expense caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or that would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder (it being understood that the Trustee shall have no duty to make such determination) or that would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification from the Holders satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Subject to the restrictions contained in this Indenture, Holders of a majority in aggregate principal amount of the Securities 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 the Trustee with respect to the Securitiesit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is unduly prejudicial to the rights of other Holders of Notes or would that may involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Section 6.05, the Trustee shall be entitled receive indemnification from the Holders satisfactory to reasonable indemnification it against all losses loss, liability and expenses expense caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01SECTION 8.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Subject to Section 2.9, the Holders of a majority in aggregate principal amount of the Securities then all outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect it. Subject to the Securities. HoweverSection 7.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Securityholder, or would that may involve the Trustee in personal liability; provided, however, provided that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification from the Securityholders satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount at maturity of the Securities then outstanding 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 the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes (determined in accordance with Section 2.09) 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 the Trustee with respect to the Securities. However, under this Indenture; provided that the Trustee may refuse to follow any direction that conflicts with law or this Indenture orIndenture, subject to Section 7.01that may involve the Trustee in personal liability, or that the Trustee determines is in good faith may be unduly prejudicial to the rights of other Holders or would involve not joining in the Trustee in personal liability; provided, however, that subject to Section 315 giving of the TIA, the such direction. The Trustee may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such directiondirection received from Holders. Prior The Trustee shall not be obligated to taking take any action hereunder, at the direction of Holders unless such Holders have offered to the Trustee shall be entitled security or indemnity satisfactory to reasonable indemnification against all losses and expenses caused by taking or not taking such actionthe Trustee.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securitiesit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other -------- ------- action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then of a series outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders of such series or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification reasonably satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.018.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding 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 the Trustee by this Indenture; provided that such direction shall not be in conflict with respect to the Securitiesany rule of law or with this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Noteholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securitiesby this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate outstanding principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee reasonably determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the Securities then outstanding 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 of exercising any trust or power conferred on the Trustee with respect it. Subject to the Securities. HoweverSection 7.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder of Notes, or would that may involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any action hereunder, direction and provided further that the Trustee shall be entitled receives the indemnity referred to reasonable indemnification against all losses and expenses caused by taking or not taking such actionin Section 7.1(d).

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or law, this Indenture Indenture, the Securities, any Security Guarantee or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or that would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities of any series then outstanding 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 the Trustee it hereunder with respect to the Securitiessuch series. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.01, that the Trustee determines is may be unduly prejudicial to the rights of other Holders Holders, or would that may involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to receive reasonable indemnification satisfactory to it against all losses and expenses caused by taking or not taking such actionaction subject to the Trustee's duty to act with the required standard of care during a default.

Control by Majority. The Holders of at least a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the Securities. However, it; provided that the Trustee may refuse to follow any direction that (i) conflicts with law or this Indenture orIndenture, subject to Section 7.01, that (ii) the Trustee determines is may be unduly prejudicial to the rights of other Holders another Securityholder or would (iii) the Trustee determines may involve the Trustee in personal liability; and provided, howeverfurther, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Subject to Section 5.12 of the Original Indenture, the Holders of the Notes of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01, or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve another Holder of the Trustee in personal liabilityNotes; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such directiondirection or the Indenture. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of at least a majority in aggregate principal amount of the Securities Notes then outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Sections 7.01 and 7.02, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesSecurities of such series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification indemnity against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders holders of a majority in aggregate principal amount of the Securities then Notes at the time outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.018.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01SECTIONS 7.1 AND 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate outstanding principal amount of the Securities then outstanding may Notes (voting as a single class or series) have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1 hereof, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior Subject to Section 7.1, prior to taking any action hereunder, the Trustee shall be entitled receive indemnification satisfactory to reasonable indemnification it against all losses loss, liability and expenses expense caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount at maturity 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or law, this Indenture or the Escrow and Disbursement Agreement or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securitiessuch series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders of Securities of such series or would may involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. (a) The Holders of 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or any Security Document or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Noteholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders holders of a majority in aggregate principal amount of the Securities then Notes at the time outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders holders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with Trustee, in respect to of the SecuritiesNotes. However, the Trustee may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or this Indenture or, subject to Section 7.01, or that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or would that may involve the Trustee in personal liability; provided, however, provided that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with any such direction. Prior to taking any action hereunderunder this Indenture, the Trustee shall will be entitled to reasonable indemnification and/or security by the Holders (including by way of pre-funding) satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. 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 the Trustee with respect it. Subject to the Securities. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Noteholder, or would involve that may result in the Trustee in personal liabilityincurrence of liability by the Trustee; provided, however, provided that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification against all losses and expenses any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. 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 the Trustee with respect it. Subject to the Securities. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Noteholder, or would that may involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification against all losses and expenses any loss or expense caused by taking or not taking such actionaction or following or not following such direction.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law 93 or this Indenture or, subject to Section 7.01SECTIONS 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable security or indemnification reasonably satisfactory to the Trustee against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Debentures 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 the Trustee with respect to the Securitiesby this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Debentureholders or would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding 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 the Trustee with respect regard to the SecuritiesNotes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of other Holders or that would involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunderas a result of a direction given under this Section, the Trustee shall will be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such that action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities Secured Notes then outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Securitiesit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Security Agreements or, subject to Section 7.017.1 hereof, that the Trustee determines is may be unduly prejudicial to the rights of other Holders of Secured Notes or would that may involve the Trustee in personal liability; provided, however, provided that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the SecuritiesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is would involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityof Notes; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such directiondirection received for Holders of Notes. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority ------------------- in aggregate principal amount of the Securities then outstanding 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 the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, -------- however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee ------- that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding 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 the Trustee with respect to the Securitiesthat Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder of Securities of that Series or that would involve expose the Trustee in to personal liability; provided, however, that subject to Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.