Common use of Control by Noteholders Clause in Contracts

Control by Noteholders. The Controlling Party shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling Party; provided that (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to the express terms of Section 5.4; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of Notes to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The If the Trustee is the Controlling Party Party, the Holders of a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyTrustee; provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to by the express terms Holders of Section 5.4Notes representing not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Controlling Party Noteholders of a majority of ---------------------- the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling Party; provided thatthe (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Indenture Trust Estate shall be by the Noteholders of not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not -------- ------- take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The If the Security Majority is the ---------------------- Controlling Party Party, the Security Majority shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyTrustee; provided that (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate Property shall be subject to by the express terms Holders of Section 5.4Notes representing not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate Property pursuant to such Section, then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate the Trust Estate Property shall be of no force and effect; and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability for which it has not received adequate indemnity or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Controlling Party Holders holding at least a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Indenture Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyIndenture Trustee; provided provided, that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to the express terms of Section 5.45.5, any direction to the Indenture Trustee to sell or liquidate the Collateral shall be by all the Noteholders; (iiic) if the conditions set forth in Section 5.5 5.6 have been satisfied and the Indenture Trustee elects to retain the Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate the Trust Estate Collateral shall be of no force and effect; and (ivd) the Indenture Trustee may take any other action deemed proper prudent by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders Noteholder(s) not consenting to such action.

Control by Noteholders. The Controlling Party shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling Party; provided that (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to by the express terms Holders of Section 5.4Notes representing not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of Notes to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Controlling Party Noteholders of a majority ---------------------- of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling Party; provided thatthe (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Indenture Trust Estate shall be by the Noteholders of not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not -------- ------- take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Controlling Party Holders of a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyTrustee; provided that (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to by the express terms Holders of Section 5.4Notes representing not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Controlling Party Required Holders shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling Party; provided thatto (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be subject to by the express terms Holders of Section 5.4Notes representing not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate the Trust Estate Collateral shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Controlling Party (a) Except as otherwise provided in Section 5.2, the Noteholders evidencing a majority of the then-outstanding Notes by aggregate Class Principal Amount, shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Indenture Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyIndenture Trustee; provided provided, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to in the Trustee to sell or liquidate case of the Trust Estate shall be Noteholders exercising such right and subject to the express terms of Section 5.4; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of Notes to sell or liquidate the Trust Estate shall Fund must be submitted by the Noteholders representing not less than 66-2/3% of no force and effectthe then-outstanding Notes by aggregate Class Principal Amount; and (iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, . (b) Notwithstanding the rights of the Noteholders set forth in Section 5.11(a) subject to Section 6.1, 6.1(h) the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Controlling Party Holders of a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyTrustee; provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to by the express terms Holders of Section 5.4Notes representing not less than 100% of the Outstanding Amount of the Notes; (iiic) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and (ivd) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Controlling Party shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyTrustee; provided that (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Trustee to sell or liquidate all or any portion of the Trust Estate shall be subject to by the express terms Holders of Section 5.4Notes representing not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate all or any portion of the Trust Estate shall be of no force and effect; and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; providedPROVIDED, howeverHOWEVER, that, subject to Section 6.16.01, the Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The If the Security Majority is the Controlling Party Party, the Security Majority shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyTrustee; provided that (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate Property shall be subject to by the express terms Holders of Section 5.4Notes representing not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate Property pursuant to such Section, then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate the Trust Estate Property shall be of no force and effect; and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability for which it has not received adequate indemnity or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The If the Trustee is the Controlling Party Party, the Holders of the Note Majority shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyTrustee; provided provided, however that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to by all the express terms of Section 5.4Noteholders; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of Notes Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trustee need not take any action that it reasonably determines might involve it in liability or might would reasonably be expected to materially adversely affect the rights of any Noteholders Noteholder(s) not consenting to such action.

Control by Noteholders. The Controlling Party Holders of a majority ----------------------- of the Outstanding Amount of the Notes of all Series (or, if less than all Series or Classes are affected, the affected Series or Class or Classes) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling Party; provided thatProceeding (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to the express terms of Section 5.45.04, any direction to the Note Trustee to sell or liquidate the Collateral shall be by the Holders of Notes representing not less than 100 percent of the Outstanding Amount of the Notes of all Series; (iii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Note Trustee elects to retain the Trust Estate Collateral pursuant to such Section, then any direction to the Note Trustee by Holders of Notes representing less than 100% 100 percent of the Outstanding Amount of each class the Notes of Notes all Series to sell or liquidate the Trust Estate Collateral shall be of no force and effect; and (iv) the Note Trustee may take any other action deemed proper by the Note Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.16.01, the Note Trustee need not -------- ------- take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Controlling Party Majority Noteholders shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Indenture Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyIndenture Trustee; provided provided, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to the express terms of Section 5.4; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section5.04, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of Notes to sell or liquidate the Trust Estate Indenture Collateral shall be by Holders of no force the Notes representing (A) prior to the payment in full of the Offered Notes, 100% of the aggregate Outstanding Principal Balance of all Offered Notes and effect(B) from and after the payment in full of the Offered Notes 100% of the aggregate Outstanding Principal Balance of the Class F Notes; and (iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The If the Trustee is the Controlling Party Party, the Holders of the Note Voting Amount shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyTrustee; provided provided, however, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) except as otherwise expressly provided in Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to by all the express terms of Section 5.4Noteholders; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of Notes Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trustee need not take any action that it reasonably determines might involve it in liability or might would reasonably be expected to materially adversely affect the rights of any Noteholders Noteholder(s) not consenting to such action.

Control by Noteholders. The If the Trustee is the Controlling Party Party, a Note Majority shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyTrustee; provided that (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to by the express terms Holders of Section 5.4Notes representing not less than 100% of the of the Notes; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of Notes to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The If the Security Majority is ---------------------- the Controlling Party Party, the Security Majority shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyTrustee; provided that (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate Property shall be subject to by the express terms Holders of Section 5.4Notes representing not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate Property pursuant to such Section, then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate the Trust Estate Property shall be of no force and effect; and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability for which it has not received adequate indemnity or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Controlling Party Noteholders of a majority of the ---------------------- Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling Party; provided thatthe (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Indenture Trust Estate shall be by the Noteholders of not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, -------- however, that, subject to Section 6.1, the Indenture Trustee need not take any ------- action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Controlling Party If an Event of Default has occurred and is continuing, the Majority Holders shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyTrustee; provided that (i) such direction shall not be in conflict with any rule of law or with this IndentureAgreement; (ii) any direction to the Trustee to sell or liquidate the Trust Estate Collateral which constitutes Loans and the related Pledged Assets shall be subject to the express terms provisions of Section 5.4Sections 11.5 and 11.6; (iii) if the conditions set forth in Section 5.5 11.6 have been satisfied and the Trustee elects to retain the Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 10066 2/3% of the Outstanding Notes Principal Amount of each class of Notes to sell or liquidate the Trust Estate Collateral shall be of no force and effect; and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.113.1, the Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such actionliability.

Control by Noteholders. The Controlling Party Holders of a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Noteholders with respect to the Notes or exercising any trust or power conferred on the Trustee or the Controlling PartyTrustee; provided PROVIDED that (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to by the express terms Holders of Section 5.4Notes representing not less than 100% of the Outstanding Amount of the Notes; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and and (iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; providedPROVIDED, howeverHOWEVER, that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.