Common use of Control by Controlling Note Class of Noteholders Clause in Contracts

Control by Controlling Note Class of Noteholders. The Noteholders of Notes evidencing not less than a majority of the Note Balance of the Controlling Note Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) 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 Noteholders of Notes evidencing not less than 100% of the Note Balance of the Controlling Note Class; (c) 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 5.5, then any direction to the Indenture Trustee by Noteholders of Notes evidencing less than 100% of the Note Balance of the Controlling Note Class to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in costs or expenses for which it would not be adequately indemnified or expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Controlling Note Class of Noteholders. The Noteholders of Notes evidencing not less than a majority of the Note Balance of the Controlling Note Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) 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 Noteholders of Notes evidencing not less than 100% of the Note Balance of the Controlling Note Class; (c) 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 5.5, then any direction to the Indenture Trustee by Noteholders of Notes evidencing less than 100% of the Note Balance of the Controlling Note Class to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in costs or expenses for which it would not be adequately indemnified or expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Controlling Note Class of Noteholders. The Noteholders Holders of Notes evidencing not less than a majority of the Note Balance Outstanding Amount of the Controlling Note Class 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 with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) 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 Noteholders the Holders of Notes evidencing representing not less than 100% of the Note Balance Outstanding Amount of the Controlling Note ClassClass of Notes; (c) 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 5.5Section, then any direction to the Indenture Trustee by Noteholders Holders of Notes evidencing representing less than 100% of the Note Balance Outstanding Amount of the Controlling Note Class of Notes to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and; (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth ; and (e) such direction shall be in this Section 5.11writing; provided, further, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in costs or expenses for which it would not be adequately indemnified or expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Controlling Note Class of Noteholders. The Noteholders Holders of Notes evidencing not less than a majority of the Note Balance Outstanding Amount of the Controlling Note Class shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) 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 Noteholders the Holders of Notes evidencing representing not less than 100% of the Note Balance Outstanding Amount of the Controlling Note ClassClass of Notes; (c) 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 5.5Section, then any direction to the Indenture Trustee by Noteholders Holders of Notes evidencing representing less than 100% of the Note Balance Outstanding Amount of the Controlling Note Class of Notes to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and; (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth ; and (e) such direction shall be in this Section 5.11writing; provided, further, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in costs or expenses for which it would not be adequately indemnified or expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Controlling Note Class of Noteholders. The Noteholders of Notes evidencing not less than a majority of the Note Balance of the Controlling Note Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) 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 Noteholders of Notes evidencing not less than 100% of the Note Balance of the Controlling Note Class; (c) 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 5.5, then any direction to the Indenture Trustee by Noteholders of Notes evidencing less than 100% of the Note Balance of the Controlling Note Class to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in costs or costs, expenses and liabilities for which it would will not be adequately indemnified or expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Controlling Note Class of Noteholders. The Noteholders of Notes evidencing not less than a majority of the Note Balance principal amount of the Controlling Note Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) 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 Noteholders of Notes evidencing not less than 100% of the Note Balance principal amount of the Controlling Note Class; (c) 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 5.5, then any direction to the Indenture Trustee by Noteholders of Notes evidencing less than 100% of the Note Balance principal amount of the Controlling Note Class to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in costs or expenses for which it would not be adequately indemnified or expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Controlling Note Class of Noteholders. The Noteholders Holders of Notes evidencing not less than a majority 66-2/3% of the Note Balance Outstanding Principal Amount of the Controlling Note Class of 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 with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) 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 Noteholders the Holders of Notes evidencing representing not less than 100% of the Note Balance Outstanding Principal Amount of the Controlling Note ClassClass of Notes; (c) 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 5.5Section, then any direction to the Indenture Trustee by Noteholders Holders of Notes evidencing representing less than 100% of the Note Balance Outstanding Principal Amount of the Controlling Note Class of Notes to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and; (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth ; and (e) such direction shall be in this Section 5.11writing; provided, further, that, subject to Section 6.1, the Indenture Trustee need not take any action that based upon an opinion of counsel or in good faith it determines might involve it in costs or expenses for which it would not be adequately indemnified or expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Controlling Note Class of Noteholders. The Noteholders Holders of Notes evidencing not less than a majority of the Note Balance Outstanding Amount of the Controlling Note Class 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 with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) 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 Noteholders the Holders of Notes evidencing representing not less than 100% of the Note Balance Outstanding Amount of the Notes of the Controlling Note Class; (c) 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 5.5Section, then any direction to the Indenture Trustee by Noteholders Holders of Notes evidencing representing less than 100% of the Note Balance Outstanding Amount of the Notes of the Controlling Note Class to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and; (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth ; and (e) such direction shall be in this Section 5.11writing; provided, further, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in costs or expenses for which it would not be adequately indemnified or expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action. Notwithstanding anything contained herein to the contrary, the Indenture Trustee shall not be bound, obligated or required to take any action at the request or direction of any Holder pursuant to this Section 5.11 if such Holder shall not have made available to the Indenture Trustee security or indemnity reasonably acceptable to the Indenture Trustee against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) which might be incurred by it in compliance with the written request or direction.