Common use of Control by Majority Clause in Contracts

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trustee, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such direction.

Control by Majority. The Holders of at least a majority in principal amount of the outstanding Securities will have the right to of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided the Trustee may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability. The Trustee may take any other action deemed which it deems proper by such Trustee that which is not inconsistent with any such direction.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. Subject to Section 7.1, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) however, the Trustee may take refuse to follow any other action deemed proper by such direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that is not inconsistent with such directionmay involve the Trustee in personal liability.

Control by Majority. The Majority Holders of a majority in principal amount of the Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any other action deemed proper by such Trustee direction that conflicts with law or this Indenture, that is unduly prejudicial to the rights of Holders not inconsistent with joining in such direction, or that would involve the Trustee in personal liability.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities will shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided the Trustee may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability. The Trustee may take any other action deemed which it deems proper by such Trustee that which is not inconsistent with any such direction.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other action deemed proper by such Holders of Securities or that may involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any other action deemed proper by such Trustee direction that conflicts with law or this Indenture, that is not inconsistent with such directionunduly prejudicial to the rights of another Securityholder, as such, or that would involve the Trustee in personal liability.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities of a series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such TrusteeTrustee with respect to Securities of such series, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other action deemed proper by such Securityholders, or would involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided the Trustee may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability. The Trustee may take any other action deemed which it deems proper by such Trustee that which is not inconsistent with any such direction.

Control by Majority. The Holders of a majority in principal amount of the Outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such the Trustee. However, provided the Trustee may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Securities not joining in the giving of such direction, and may take any other action deemed it deems proper by such Trustee that is not inconsistent with any such directiondirection received from Holders of Securities.

Control by Majority. The Holders Noteholders of a majority in principal amount of the then-outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other action deemed proper by such Noteholders, or would involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture; provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders Owners of a majority in principal amount of the Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such it. The Trustee, provided however, may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) Indenture, that is unduly prejudicial to the rights of other Security Owners, or that may involve the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided the Trustee may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) Indenture, that is unduly prejudicial to the rights of another Securityholder, as such, or that would involve the Trustee in personal liability; provided, that the Trustee may take any other action deemed proper by such Trustee that it which is not inconsistent with such direction.

Control by Majority. The Holders Noteholders of a majority in principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other action deemed proper by such Noteholders, or would involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other action deemed proper by such Securityholders or would involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to outstanding securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such it. The Trustee, provided however, may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) Indenture, that is unduly prejudicial to the rights of another Securityholder, that would involve the Trustee may take in personal liability, or if the Trustee does not have sufficient indemnification against any other action deemed proper by such Trustee that is not inconsistent with such directionloss or expense.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to 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 such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take 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 action deemed proper by such Holders of Securities or would involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other action deemed proper Holders, or that may involve the Trustee in personal liability, in each case as determined by such Trustee that is not inconsistent with such directionthe Trustee.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities will have the right to then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities will have the right to then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in aggregate principal amount of the Outstanding Securities will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on such the Trustee, provided that provided, however, that: (1a) such direction is shall not be in conflict with any rule of law or with this Indenture and or any Security or expose the Trustee to personal liability; and (2b) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit with respect to any default under the Securities. However, provided subject to Section 7.01, the Trustee may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) Indenture, that is unduly prejudicial to the rights of another Holder of the Securities, or that would involve the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities will have at the right to time 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 such the Trustee. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other action deemed proper by such Securityholders or would involve the Trustee that in personal liability unless the Trustee is not inconsistent with such direction.offered indemnity satisfactory to it. This

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to then Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other action deemed proper by such Holders, or that may involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided the Trustee may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture Indenture, is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability and (2) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder or the Trustee, or that may involve the Trustee in personal liability; provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other action deemed proper by such Holders of Securities, or would involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Subject to Section 7.01(e), the Holders of a majority in principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit by this Indenture. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other action deemed proper by such Holders, or would involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may involve the Trustee in personal liability; provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided the Trustee may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability. The Trustee may take any other action deemed which it deems proper by such Trustee that which is not inconsistent with any such direction.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other action deemed proper by such Holders, or that may involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit hereunder. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with applicable law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other action deemed proper by such Holders, or that may involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided the Trustee may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) that the Trustee determines may be unduly prejudicial to the rights of another Securityholder or that may involve the Trustee in personal liability; provided, that the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteethe Trustee with respect to the Securities, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such direction.

Control by Majority. The Holders of a majority in aggregate principal amount of the Outstanding Securities will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on such the Trustee, provided that provided, however, that: (1a) such direction is shall not be in conflict with any rule of law or with this Indenture and or the Escrow Agreement or any Security or expose the Trustee to personal liability; and (2b) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such it. The Trustee, provided however, may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) Indenture, that is unduly prejudicial to the rights of other Securityholders or that may involve the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in aggregate principal amount of the Outstanding Securities will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on such the Trustee, provided that provided, however, that: (1a) such direction is shall not be in conflict with any rule of law or with this Indenture and Indenture, any Security or any Guarantee or expose the Trustee to personal liability; and (2b) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trustee, ; provided that (1a) such direction is not in conflict with any rule of law or with this Indenture and Indenture, (2b) the Trustee may take any other action deemed it deems proper by such Trustee that is not inconsistent with such directiondirection and (c) such Holders have offered to the Trustee indemnity as provided in Section 7.1(e).

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided the Trustee may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture Indenture, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability and (2) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to 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 such the Trustee. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take 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 action deemed proper by such Trustee that is not inconsistent with such direction.Securityholders or would

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trustee, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any 52 direction that (i) conflicts with law or this Indenture, (ii) is unduly prejudicial to the rights of other action deemed proper by such Holders, or (iii) may involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trustee, provided that (1) such direction is not in conflict with any rule of law or with this Indenture or the Pledge Agreement and (2) the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided the Trustee may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) Indenture; PROVIDED that the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount at maturity of the Securities will have the right to 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 such the Trustee. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any other action deemed proper by such Trustee direction that is not inconsistent conflicts with such direction.law or this Indenture or,

Control by Majority. The Holders of a majority in ------------------- aggregate principal amount of the Outstanding Securities will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on such the Trustee, provided that provided, however, that: (1a) such direction is shall not be in conflict with any rule of law or with this Indenture and Indenture, any Security or any Security Guarantee or expose the Trustee to personal liability; and (2b) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of at least a majority in principal amount of the Securities will have the right to then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other action deemed proper by such Holders or that may involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other action deemed proper by such Holders, or would involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture or is unduly prejudicial to the rights of other action deemed proper by such Trustee that is not inconsistent with such directionSecurityholders.

Control by Majority. The Holders of a majority in aggregate principal amount at maturity of the Outstanding Securities will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on such the Trustee, provided that provided, however, that: (1a) such direction is shall not be in conflict with any rule of law or with this Indenture and or any Security or expose the Trustee to personal liability; and (2b) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities will have at the right to time 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 such the Trustee. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines in good faith is prejudicial to the rights of other action deemed proper by such Holders or would involve the Trustee that in personal liability unless the Trustee is not inconsistent with such direction.provided indemnity satisfactory to

Control by Majority. The Subject to Section 2.12, the Holders of a majority in principal amount of the outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any other action deemed proper by such Trustee that is not inconsistent with such direction.direction 68

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trustee, provided PROVIDED that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such direction.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities will have at the right to time 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 such the Trustee. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other action deemed proper by such Securityholders or would involve the Trustee that in personal liability unless the Trustee is not inconsistent with such directionoffered indemnity reasonably satisfactory to it.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other action deemed proper by such Holders or that may involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount Principal Amount of the Securities will have the right to 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 such the Trustee. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take 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 action deemed proper by such Holder or that would subject the Trustee that to personal liability, unless the Trustee is not inconsistent with such directionoffered indemnity reasonably satisfactory to it.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, the Trustee may refuse to 51 57 follow any direction that conflicts with law or this Indenture; provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of at least a majority in aggregate principal amount of the outstanding Securities will have the right may, subject to Section 7.02(iv), direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such the Trustee. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such direction.refuse to

Control by Majority. The Holders of at least a majority in aggregate principal amount of the Outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such the Trustee, ; provided that (1) such the Trustee may refuse to follow any direction is not in conflict that conflicts with any rule of law or with this Indenture or that shall expose the Trustee to personal liability; and (2) provided further that the Trustee may take any other action deemed it deems proper by such Trustee that is not inconsistent with such direction.any directions received from Holders of Securities pursuant to this Section 7.05. SECTION

Control by Majority. The Holders of a majority in aggregate principal amount of the Outstanding Securities will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on such the Trustee, provided that provided, however, that: (1a) such direction is shall not be in conflict with any rule of law or with this Indenture and Indenture, the Escrow Agreement or any Security or expose the Trustee to personal liability; and (2b) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising exer cising any trust or power conferred on such Trustee, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such direction.

Control by Majority. The Holders of a majority in aggregate principal amount of the Outstanding Securities will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any 64 -57- trust or power conferred on such the Trustee, provided that provided, however, that: (1a) such direction is shall not be in conflict with any rule of law or with this Indenture and or any Security or expose the Trustee to personal liability; and (2b) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of at least a majority in aggregate principal amount of the outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such the Trustee. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any other action deemed proper direction that the Trustee is advised by such counsel conflicts with law or this Indenture, that may involve the Trustee in personal liability or that is the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not inconsistent with joining in the giving of such direction.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such the Trustee. However, provided the Trustee may refuse to follow any direction that (1) such direction is not in conflict conflicts with any rule of law or with this Indenture and (2) Indenture, that is unduly prejudicial to the rights of other Securityholders, or would involve the Trustee in personal liability. The Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trustee, provided that (1) such direction is not in conflict with any rule of law or with this Indenture or any Security Document and (2) the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trustee, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that (i) conflicts with law or this Indenture, (ii) is unduly prejudicial to the rights of other action deemed proper by such Holders, or (iii) may involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in aggregate principal amount of the Outstanding Securities will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any 64 - 57 - trust or power conferred on such the Trustee, provided that provided, however, that: (1a) such direction is shall not be in conflict with any rule of law or with this Indenture and or any Security or expose the Trustee to personal liability; and (2b) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to 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 such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.1, that the Trustee determines is unduly prejudicial to the rights of other action deemed proper by such Securityholders, or would involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in aggregate principal amount of the Outstanding Securities will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or exercising any trust or power conferred on such the Trustee, provided that provided, however, that: (1a) such direction is shall not be in conflict with any rule of law or with this Indenture and Indenture, any Security or any Security Guarantee or expose the Trustee to personal liability; and (2b) the Trustee may take any other action deemed proper by such the Trustee that which is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trustee, 40 provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will then outstanding shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on such Trustee, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such direction.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities will have the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on such Trusteeit. However, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take refuse to follow any other action deemed proper by such direction that conflicts with law or this Indenture or would involve the Trustee that is not inconsistent with such directionin personal liability.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding will have the right right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee under this Indenture or exercising any trust or power conferred on such Trustee, provided that (1i) such direction is not in conflict with any rule of law or with this Indenture and (2ii) the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such direction.

Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or the Noteholder Collateral Agent or of exercising any trust or power conferred on such Trustee, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such Trustee that is not inconsistent with such direction.or the