Common use of Control by Majority Clause in Contracts

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

Control by Majority. The Holders of not less than a majority in principal amount of the 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Notes or, subject to Sections 7.1 and 7.2, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it against any loss or expense all fees, losses, liabilities and expenses (including attorney’s fees and expenses) that may be caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteeit. Subject However, subject to Section 7.01, however7.01 hereof, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture that the Trustee determines in good faith may be unduly prejudicial to the rights of another Holder, other Holders of Notes or that may involve the Trustee in personal liability; provided that the . The Trustee may take any other action deemed which it deems proper by the Trustee and which is not inconsistent with any such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Notes or, subject to Sections 7.1 and 7.2, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it, in its sole discretion, against any loss or expense all fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by taking or not taking such action or following such directionaction.

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

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

Control by Majority. The Holders of not less than a majority in principal amount of the 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Notes or, subject to Sections 7.1 and 7.2, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee or Agent shall be entitled to indemnification satisfactory to it against any loss or expense all fees, losses and expenses (including attorney’s fees and expenses) caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteeit. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines in good faith may be unduly prejudicial to the rights of another Holder, other Holders of Notes or that may involve the Trustee in personal liability; provided provided, further, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this IndentureSection 6.05, the Trustee shall be entitled to indemnification security or indemnity from the Holders satisfactory to it against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01 and Section 7.02 hereof, that the Trustee determines in good faith may be unduly is prejudicial to the rights of another Holder, other Noteholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteeit. Subject to Section 7.019.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines in good faith may be unduly prejudicial to the rights of another Holder, or that may involve the Trustee in personal liability; provided provided, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification against any loss or expense caused by taking such action or following such direction.

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

Control by Majority. The Holders of not less than at least a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law law, this Indenture or this Indenturethe Security Documents, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of another HolderHolders not joining in the giving of such direction, or that may involve the Trustee in personal liability; provided that the Trustee and may take any other action deemed it deems proper by the Trustee which that is not inconsistent with any such directiondirection received from such Holders. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this IndentureSection 6.05, the Trustee shall will be entitled to security and/or indemnification satisfactory to it in its sole direction against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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

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

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

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

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes may shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to such Notes. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture or that the Trustee determines in good faith may be is unduly prejudicial to the rights of another any other Holder, or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification security or indemnity satisfactory to it in its sole discretion from Holders directing the Trustee against any loss cost, liability or expense caused by taking or not taking such action or following such directionaction.

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

Control by Majority. The Holders of not less than a majority in principal amount of the Notes 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall will be entitled to indemnification and/or security satisfactory to the Trustee in its sole discretion against any loss or expense all fees, losses, claims, liabilities and expenses (including attorney’s fees and expenses) caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01 and Section 7.02, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would potentially involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the then total 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of another HolderHolders of Notes not joining in the giving of such direction, or that may involve the Trustee in personal liability; provided that the Trustee and may take any other action deemed it deems proper by the Trustee which that is not inconsistent with any such directiondirection received from Holders of Notes. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Notes or, subject to Sections 7.1 and 7.2, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it against any loss all fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by or expense that might be caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the then Notes at the time 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines in good faith may be unduly is prejudicial to the rights of another Holder, other Holders or that may would potentially involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to reasonable indemnification against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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

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

Control by Majority. The Holders of not less than at least a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of another Holder, or that may involve Holders not joining in the Trustee in personal liability; provided that the Trustee giving of such direction and may take any other action deemed it deems proper by the Trustee which that is not inconsistent with any such direction. In the event direction received from Holders (it being understood that the Trustee takes has no duty to determine whether any action or follows is prejudicial to any direction pursuant Holder). Prior to taking any action under this Indenture, the Trustee shall will be entitled to indemnification satisfactory to it against any loss or expense all fees, losses, liabilities and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.1, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the such Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it against any loss loss, liability or expense caused by taking or not taking such action or following such directionaction.

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

Control by Majority. The Holders of not less than a majority in principal amount of the 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.1, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Noteholders or that may would involve the Trustee in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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

Control by Majority. The Holders holders of not less than a majority in principal amount of the then outstanding New 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureNote or, subject to Section 15, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other holders of the New Notes or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders holders of not less than the Notes of a majority in aggregate principal amount of the Notes 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 TrusteeTrustee with respect to the Notes. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other holders of Notes or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification and/or security to the satisfaction of the Trustee against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteeit. Subject to Section 7.018.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines in good faith may be unduly prejudicial to the rights of another Holder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it against any loss or expense caused by taking such action or following such direction.

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

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Notes or, subject to Sections 7.1 and 7.2, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it against any loss or expense all liabilities, losses and expenses (including attorney’s fees and expenses) that may be caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of another HolderHolders of Notes not joining in the giving of such direction, or that may involve the Trustee in personal liability; provided that the Trustee and may take any other action deemed it deems proper by the Trustee which that is not inconsistent with any such directiondirection received from Holders of Notes. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it against any loss all fees, losses and expenses (including attorney’s fees and expenses) incurred or expense caused to be incurred by taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 8.1 and Section 8.2 hereof, that the Trustee determines in good faith may be unduly is prejudicial to the rights of another Holder, other Noteholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount at maturity of the then Notes 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, any other Holder or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Notes 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.1 hereof, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to receive indemnification satisfactory to it against any loss or all loss, liability and expense caused by taking or not taking such action or following such directionaction.

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

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

Control by Majority. The Holders of not less than a majority in principal amount at Maturity of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 9.01, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal per­sonal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification indemni­fication satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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

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

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct in writing 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 the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of another HolderHolders not joining in the giving of such direction, or that may involve the Trustee in personal liability; provided that and the Trustee may take any other action deemed it deems proper by the Trustee which that is not inconsistent with any such directiondirection received from Holders. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it against any loss or expense costs, losses, liabilities and expenses caused by taking or not taking such action or following such directionaction.

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

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Subject to Section 7.01, however, Trustee under this Indenture; provided that the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of another Holder, or that may involve Holders of Notes not joining in the Trustee in personal liability; provided that the giving of such direction. The Trustee may take any other action deemed it deems proper by the Trustee which that is not inconsistent with any such directiondirection received from Holders of Notes. In The Trustee shall not be obligated to take any action at the event direction of Holders unless such Holders have offered to the Trustee takes any action security or follows any direction pursuant indemnity reasonably satisfactory to this Indenture, the Trustee shall be entitled to indemnification against any loss or expense caused by taking such action or following such directionTrustee.

Control by Majority. The Holders of not less than a majority in principal amount Original Principal Amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of another HolderHolders of Notes not joining in the giving of such direction, or that may involve the Trustee in personal liability; provided that the Trustee and may take any other action deemed it deems proper by the Trustee which that is not inconsistent with any such directiondirection received from Holders of Notes. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall receive indemnification satisfactory to it against all fees, losses and expenses (including attorney’s fees and expenses) incurred or to be entitled to indemnification against any loss or expense caused incurred by taking such action or following such directionaction.

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

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

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

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

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification or security by the Holders satisfactory to the Trustee in its sole discretion against any loss or expense all losses, liabilities and expenses caused by taking or not taking such action or following such directionaction.

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

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

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

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Notes may will 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 the Trustee, subject to receipt by the Trustee of security and indemnity satisfactory to the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture or that the Trustee determines in good faith may be unduly prejudicial to the rights of another Holder, other Holders of Notes or that may involve the Trustee in personal liability; provided liability (it being understood that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. In the event the Trustee takes has no duty to determine whether any action or follows is prejudicial to any direction pursuant Holder). Prior to taking any action under this Indenture, the Trustee shall will be entitled to indemnification or security satisfactory to it against any loss or expense all fees, losses, liabilities and expenses caused by taking such action or following such directionnot taking any action.

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

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the it hereunder. The Trustee. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any applicable law or this Indenture, Indenture that the Trustee determines in good faith may be unduly prejudicial to the rights of another Holderother Holders, or that may involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled receive indemnification from such Holders reasonably satisfactory to indemnification it against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes of a Series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.1, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the such Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it against any loss loss, liability or expense caused by taking or not taking such action or following such directionaction.

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

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

Control by Majority. The Holders of not less than a majority in principal amount of the 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to SECTION 8.01, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of another HolderHolders of Notes not joining in the giving of such direction. In addition, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed it deems proper by the Trustee which that is not inconsistent with any such directiondirection received from Holders of Notes. In The Trustee shall not be obligated to take any action at the event direction of Holders unless such Holders have offered to the Trustee takes any action or follows any direction pursuant indemnity satisfactory to this Indenture, the Trustee shall be entitled to indemnification against any loss or expense caused by taking such action or following such directionTrustee.

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

Control by Majority. The Holders of not less than a majority in principal amount of the 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 8.1 hereof, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Noteholders or that may would involve the Trustee in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification by the Noteholders satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of another HolderHolders of Notes not joining in the giving of such direction, or that may involve the Trustee in personal liability; provided that the Trustee and may take any other action deemed it deems proper by the Trustee which that is not inconsistent with any such directiondirection received from Holders of Notes. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall will be entitled to indemnification satisfactory to it against any loss or expense all losses, liabilities and expenses caused by taking or not taking such action or following such directionaction.

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

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

Control by Majority. The Holders of not less than a majority in principal amount of the then total 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Notes or the Guarantees or, subject to Sections 7.1 and 7.2,that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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

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

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteeit. Subject to Section 7.017.01 hereof, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines in good faith may be unduly prejudicial to the rights of another Holder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification or security against any loss or expense caused by taking such action or following such direction.

Control by Majority. The Majority Holders of not less than a majority in principal amount of have the then outstanding Notes may 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. Subject to Section 7.01The Trustee, however, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Security Documents or, subject to Section 7.01, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, any other Holder or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant under this Indenture in relation to this Indenturethe Notes, the Trustee shall be entitled to indemnification from the Holders satisfactory to it in its sole discretion against any loss or expense all losses and expenses (including reasonable attorneys’ fees and expenses) caused by taking or not taking such action or following such directionaction.

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

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee Trustees or of exercising any trust or power conferred on the TrusteeTrustees. Subject to Section 7.01However, however, the a Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Notes or, subject to Sections 7.1 and 7.2, that a Trustee determines, on the Trustee determines in good faith may be advice of counsel or other experts, advisors or agents, is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the a Trustee in personal liability; provided provided, however, that the a Trustee may take any other action deemed proper by the a Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the a Trustee shall be entitled to security or indemnification satisfactory to it against any loss or expense all fees, losses and expenses (including attorney’s fees and expenses) caused by taking or not taking such action or following such directionaction.

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

Control by Majority. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.01 and Section 7.02 hereof, that the Trustee determines in good faith may be unduly is prejudicial to the rights of another Holder, other Noteholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding 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. Subject to Section 7.01The Trustee, however, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 8.01, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the Notes then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee with regard to the Notes or of exercising any trust or power conferred on the TrusteeTrustee with regard to the Notes. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Section 7.1, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any as a result of a direction pursuant to given under this IndentureSection, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking such action or following such directionnot taking that action.

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

Control by Majority. The Subject to Section 7.02, ------------------- the Holders of not less than a majority in aggregate principal amount of the then outstanding Discount 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture or that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Noteholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other -------- ------- action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteeit. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture or that the Trustee determines in good faith may be unduly prejudicial to the rights of another Holder, other Holders or that may involve the Trustee in personal liability; provided that the Trustee liability and may take any other action deemed it deems proper by the Trustee which that is not inconsistent with any such directiondirection received from such Holders of the Notes. In the event the Trustee takes addition, prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification from the Holders on terms reasonably satisfactory to Trustee in its sole discretion against any loss all losses and expenses arising from taking or expense caused by not taking such action or following such directionaction.

Control by Majority. The Holders of not less than at least a majority in principal amount of the Notes 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Sections 7,01 and 7.02, that the Trustee determines in good faith may be deter mines is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or the Notes or, subject to Sections 7.1 and 7.2, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it against any loss or expense all fees, losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Notes or the Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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

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

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

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

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trusteeit. Subject to Section 7.01However, however, (i) the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines in good faith may be unduly prejudicial to the rights of another Holder, other Holders of Notes or that may involve the Trustee in personal liability; provided that , (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. In the event the Trustee takes direction and (iii) prior to taking any action or follows any direction pursuant to this Indenturesuch action, the Trustee shall be entitled to indemnification security and indemnity satisfactory to it in its sole discretion against any loss or expense all losses, liabilities that might be incurred by it and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Sections 7.1 and 7.2, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Noteholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Subject to Section 7.02, the ------------------- Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture or that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Noteholders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by -------- ------- the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

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

Control by Majority. The Subject to Section 5.12 of the Original Indenture, the Holders of not less than the Notes of a majority in principal amount of the then outstanding Outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, Indenture or that the Trustee determines in good faith may be is unduly prejudicial to the rights of another HolderHolder of the Notes; provided, or that may involve the Trustee in personal liability; provided however, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directiondirection or the Indenture. In the event the Trustee takes Prior to taking any action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense all losses and expenses caused by taking or not taking such action or following such directionaction.

Control by Majority. The Holders of not less than a majority in principal amount of the 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. Subject to Section 7.01, howeverHowever, the Trustee may refuse to follow any direction that conflicts with any law or this IndentureIndenture or, subject to Sections 7.1 and 7.2, that the Trustee determines in good faith may be is unduly prejudicial to the rights of another Holder, other Holders or that may would involve the Trustee in personal liability; provided provided, however, that the Trustee may take any other action deemed proper by the Trustee which that is not inconsistent with such direction. In the event the Trustee takes Prior to taking any such action or follows any direction pursuant to this Indenturehereunder, the Trustee shall be entitled to indemnification satisfactory to it against any loss or expense all fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by taking or not taking such action or following such directionaction.

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