Common use of Control by Holders Clause in Contracts

Control by Holders. Subject to Section 603(5), the Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court, (2) the action so directed would not be unjustly prejudicial to the Holders not taking part in such direction, or (3) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent with such direction by Holders of Securities.

Control by Holders. Subject to Section 603(5), the (a) The Majority Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such series, by this CVR Agreement; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule Law and the provisions of law or with this Indenture or CVR Agreement; and provided further that (subject to the provisions of Section 4.1) the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to in good faith by its board of directors, the jurisdiction executive committee, or a committee of a non-U.S. court, (2) directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the Securities not taking part joining in such the giving of said direction, or. (3b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture CVR Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in principal amount of the CVRs at the time Outstanding Securities of any series shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such series, CVRs by this Agreement; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture or Agreement; and provided further that (subject to the provisions of Section 401) the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to in good faith by its board of directors, the jurisdiction executive committee, or a trust committee of a non-U.S. court, (2) directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the CVRs not taking part joining in such the giving of said direction, or it being understood that (3subject to Section 401) the Trustee may take any other action deemed proper by the Trustee that is shall have no duty to ascertain whether or not inconsistent with such direction, provided further that the Trustee shall be under no obligation actions or forbearances are unduly prejudicial to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the TrusteeHolders. Nothing in this Indenture Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in aggregate principal amount of the Outstanding Securities of any each series affected (voting together as a single class) at the time Outstanding shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of each such seriesseries by the Indenture; provided, provided that: (1) however, that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture or subject the Indenture. Subject to the provisions of Section 5.01, the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to the jurisdiction of a non-U.S. court, (2) in good faith shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall determine that the actions or forbearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the Securities of all series so affected not taking part joining in such the giving of said direction, or it being understood that (3subject to Section 5.01) the Trustee may take any other action deemed proper by the Trustee that is shall have no duty to ascertain whether or not inconsistent with such direction, provided further that the Trustee shall be under no obligation actions or forbearances are unduly prejudicial to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the TrusteeHolders. Nothing in this the Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. Subject to Section 603(5), the (a) The Acting Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such series, by this Agreement; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule Law and the provisions of law or with this Indenture or Agreement; and provided further that (subject to the provisions of Section 4.1) the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to in good faith by its board of directors, the jurisdiction executive committee or a committee of a non-U.S. court, (2) directors or responsible officers of the Trustee shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the Securities not taking part joining in such the giving of said direction, or. (3b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. Subject to Section 603(5), the (a) The Holders of at least a majority in principal amount of the Outstanding Securities of any series CVRs shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such series, by this CVR Agreement; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule Law and the provisions of law or with this Indenture or CVR Agreement; and provided further that (subject to the provisions of SECTION 4.1) the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to in good faith by its board of directors, the jurisdiction executive committee, or a committee of a non-U.S. court, (2) directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the Securities not taking part joining in such the giving of said direction, or. (3b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture CVR Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. Subject to Section 603(5), the (a) The Majority Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such series, by this CVR Agreement; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule Law and the provisions of law or with this Indenture or CVR Agreement; and provided further that (subject to the provisions of SECTION 4.1) the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to in good faith by its board of directors, the jurisdiction executive committee, or a committee of a non-U.S. court, (2) directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the Securities not taking part joining in such the giving of said direction, or. (3b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture CVR Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. Subject to Section 603(5)11.3, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (1a) such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court,Indenture; (2) the action so directed would not be unjustly prejudicial to the Holders not taking part in such direction, or (3b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that ; (c) nothing herein shall be deemed to require the Trustee to take any action under this Indenture or any direction from Holders which might in its reasonable judgment involve any expense or any financial or other liability unless such direction is the Trustee shall be furnished with indemnification acceptable to it, acting reasonably, including the advance of funds sufficient in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right judgment of the Trustee in its discretion to satisfy such liability, costs and expenses; and (d) the Trustee shall have the right to not take any action deemed proper by which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting. For certainty, no Holder shall have any right of action whatsoever against the Trustee and that is not inconsistent as a result of the Trustee acting or refraining from acting under the terms of this Indenture in accordance with such direction by Holders of Securitiesthe instructions from the Holders.

Control by Holders. Subject to Section 603(5), the (a) The Majority Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such series, by this CVR Agreement; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule Law and the provisions of law or with this Indenture or CVR Agreement; and provided further that (subject to the provisions of Section 4.1) the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to in good faith by its board of directors, the jurisdiction executive committee, or a committee of a non-U.S. court, (2) directors or responsible officers of the Trustee shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the Securities not taking part joining in such the giving of said direction, or. (3b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture CVR Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. (a) Subject to Section 603(52.6(b), if an Actionable Default shall have occurred and be continuing and the Trustee shall have received a Notice of Actionable Default with respect thereto, the Majority Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right right, by an instrument in writing executed and delivered to the Trustee, to direct the time, method and place of conducting any proceeding for any right or remedy available to the Trustee, or of exercising any trust or power conferred on the Trustee, with respect or for the appointment of a receiver, or for the taking of any action authorized by Section 2. (b) The Trustee shall not follow any written directions received pursuant to Section 2.6(a) to the Securities of extent such series, provided that: (1) such direction shall not written directions are known by the Trustee to be in conflict with any rule provisions of law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court, (2) the action so directed would not be unjustly prejudicial to the Holders not taking part in such direction, or (3) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further that if the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction have received from Holders unless such direction is in writing and accompanied by indemnity satisfactory independent counsel an unqualified opinion to the Trustee. effect that following such written directions would result in a breach of a provision or covenant contained in the Indenture providing for the securing of the indebtedness outstanding thereunder equally and ratably with other indebtedness or obligations of the Company or any of its subsidiaries. (c) Nothing in this Indenture Section 2.6 shall impair the right of the Trustee in its discretion to take or omit to take any action deemed proper by the Trustee and that which action or omission is not inconsistent with such the direction by of the Holders of Securitiesentitled to direct the Trustee pursuant to this Section 2.6; provided, however, that the Trustee shall not be under any obligation to take any action that is discretionary with the Trustee under the provisions hereof or under any Security Document.

Control by Holders. Subject to Section 603(5), the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, ; provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court,Indenture; (2) the Trustee shall not determine that the action so directed would not be unjustly prejudicial to the Holders not taking part in such direction, direction or result in individual liability for the Trustee; or (3) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction; provided, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction by Holders of Securities.

Control by Holders. Subject to Section 603(5)6.03, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any particular series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, Subordinated Trustee for the Securities of such series with respect to the Securities of that series or exercising any trust or power conferred on the Trustee, such Subordinated Trustee with respect to the Securities of such series, Securities; provided that: (1) such the Subordinated Trustee may refuse to follow any direction shall not be in conflict with any rule of law or with this Subordinated Indenture or subject the Trustee to undue risk or require the Trustee to submit which is unjustly prejudicial to the jurisdiction Holders of a non-U.S. court,the Securities of that series not taking part in the direction. For the avoidance of doubt, the determination of whether any direction is unjustly prejudicial to any Holder is solely at the discretion of the Subordinated Trustee (and the Subordinated Trustee may but shall not be obligated to make such determination); (2) the Subordinated Trustee need not take any action so directed would not be unjustly prejudicial to the Holders not taking part which might involve it in such direction, orpersonal liability; and (3) the such Subordinated Trustee may take any other action deemed proper by the such Subordinated Trustee that which is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent with such direction by Holders of Securities.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture or subject and the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court, (2) shall not have determined that the action so directed would not be unjustly prejudicial to the Holders of Securities of that series, or any other series, not taking part in such direction, or; and (32) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction by or this Indenture. SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of Securitiesnot less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default (1) in the payment of the principal of or any premium or interest on any Security of such series, or (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in principal amount of the Outstanding Securities of any series Capital Units shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the TrusteeAgent, or exercising any trust or power conferred on the Trustee, Agent with respect to the Securities of such series, Purchase Contracts by this Agreement; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture or Agreement and provided further that (subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction provisions of a non-U.S. court, (2Section 601) the Agent shall have the right to decline to follow any such direction if the Agent, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Agent in good faith by its board of directors or the executive committee, shall determine that the action or proceedings so directed could involve the Agent in personal liability or if the Agent in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would not be unjustly unduly prejudicial to the interests of Holders of Capital Units not taking part joining in such the giving of said direction, or it being understood that (3subject to Section 601) the Trustee may take any other action deemed proper by the Trustee that is Agent shall have no duty to ascertain whether or not inconsistent with such direction, provided further that the Trustee shall be under no obligation actions or forebearances are unduly prejudicial to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the TrusteeHolders. Nothing in this Indenture Agreement shall impair the right of the Trustee Agent in its discretion (but subject to Section 509) to take any action deemed proper by the Trustee Agent and that which is not inconsistent with such direction or directions by Holders of Securities.Holders. ARTICLE SIX

Control by Holders. Subject to Section 603(5), the The Holders of a majority in aggregate principal amount of the Outstanding Securities of any each series affected (voting as one class) at the time Outstanding shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such seriesseries by the Indenture; provided, provided that: (1) however, that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture or subject the Indenture. Subject to the provisions of ‎Section 5.01, the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to the jurisdiction of a non-U.S. court, (2) in good faith shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall determine that the actions or forbearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the Securities of all series so affected not taking part joining in such the giving of said direction, or it being understood that (3subject to ‎Section 5.01) the Trustee may take any other action deemed proper by the Trustee that is shall have no duty to ascertain whether or not inconsistent with such direction, provided further that the Trustee shall be under no obligation actions or forbearances are unduly prejudicial to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the TrusteeHolders. Nothing in this the Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. Subject to Section 603(5), the (a) The Holders of at least a majority in principal amount of the Outstanding Securities of any series CVRs shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such series, by this CVR Agreement; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule Law and the provisions of law or with this Indenture or CVR Agreement; and provided further that (subject to the provisions of Section 4.1) the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to in good faith by its board of directors, the jurisdiction executive committee, or a committee of a non-U.S. court, (2) directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the Securities not taking part joining in such the giving of said direction, or. (3b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture CVR Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. Subject to Section 603(5), the The Holders of at least a majority in aggregate principal amount of the Outstanding Debt Securities of any series shall have at the right to time Outstanding may, on behalf of the Holders of all the Debt Securities of such series, direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Debt Securities of such series, series by this Indenture; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture or and provided further that (subject to the provisions of Section 7.1 hereof) the Trustee shall have the right to undue risk decline to follow any such direction if (i) the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or (ii) the Trustee to submit to in good faith by a Responsible Officer of the jurisdiction of a non-U.S. court, (2) Trustee shall determine that the action or proceeding so directed would not involve the Trustee in personal liability or (iii) the Trustee in good faith by a Responsible Officer of the Trustee shall determine that the actions or forbearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders so affected not taking part joining in such the giving of said direction, or it being understood that (3subject to Section 7.1 hereof) the Trustee may take any other action deemed proper by the Trustee that is shall have no duty to ascertain whether or not inconsistent with such direction, provided further that the Trustee shall be under no obligation actions or forbearances are unduly prejudicial to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the TrusteeHolders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesDebt Securities or coupons.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (1a) such direction shall not be in conflict with any rule of law or with this Indenture or and provided further that (subject to the provisions of Section 601) the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to in good faith by its board of directors, the jurisdiction executive committee or a trust committee of a non-U.S. court, (2) directors or Responsible Officers of the Company shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction shall be unjustly unduly prejudicial to the interests of Holders of the Securities not taking part joining in such the giving of said direction, orit being understood that (subject to Section 601) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders; and (3b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent with such direction by Holders of Securities.

Control by Holders. Subject to Section 603(5)13.3, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (1a) such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court,Indenture; (2) the action so directed would not be unjustly prejudicial to the Holders not taking part in such direction, or (3b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that ; (c) nothing herein shall be deemed to require the Trustee to take any action under this Indenture or any direction from Holders which might in its reasonable judgment involve any expense or any financial or other liability unless such direction is the Trustee shall be furnished with indemnification acceptable to it, acting reasonably, including the advance of funds sufficient in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right judgment of the Trustee in its discretion to satisfy such liability, costs and expenses; and (d) the Trustee shall have the right to not take any action deemed proper by which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting. For certainty, no Holder shall have any right of action whatsoever against the Trustee and that is not inconsistent as a result of the Trustee acting or refraining from acting under the terms of this Indenture in accordance with such direction by Holders of Securitiesthe instructions from the Holders.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in aggregate principal amount of the Outstanding Securities of any each series affected (voting as one class) at the time Outstanding shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such seriesseries by the Indenture; provided, provided that: (1) however, that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture or subject the Indenture. Subject to the provisions of Section 5.01, the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to the jurisdiction of a non-U.S. court, (2) in good faith shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall determine that the actions or forbearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the Securities of all series so affected not taking part joining in such the giving of said direction, or it being understood that (3subject to Section 5.01) the Trustee may take any other action deemed proper by the Trustee that is shall have no duty to ascertain whether or not inconsistent with such direction, provided further that the Trustee shall be under no obligation actions or forbearances are unduly prejudicial to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the TrusteeHolders. Nothing in this the Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in principal amount of the Securities at the time Outstanding Securities of any series shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such series, by this Agreement; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture or Agreement; and provided further that (subject to the provisions of Section 401) the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to in good faith by its board of directors, the jurisdiction executive committee, or a trust committee of a non-U.S. court, (2) directors or responsible officers of the Trustee shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the Securities not taking part joining in such the giving of said direction, or (3) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further it being understood that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. Subject With respect to Section 603(5)Securities of any series, the Holders of a majority in principal amount of the Outstanding Securities of any such series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such seriesSeries, provided thatthat the Holders of a majority in principal amount of all Outstanding Securities shall have the right to direct the time, method and place of conducting any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, relating to or arising under an Event of Default described in clause (5) or (6) of Section 5.1, provided that in each such case: (1) the Trustee shall have the right to decline to follow any such direction shall if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be in taken or would conflict with any rule of law or with this Indenture or subject if the Trustee to undue risk or require in good faith shall, by a Responsible Officer, determine that the Trustee to submit to the jurisdiction of a non-U.S. court, (2) the action proceedings so directed would not involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, orand (32) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent with such direction by Holders of SecuritiesIndenture.

Control by Holders. Subject With respect to Section 603(5)Securities of any series, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any such series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, relating to or arising under an Event of Default described in clause (a), (b), (c) or (g) of Section 5.01, and with respect to all Securities the Holders of a majority in aggregate principal amount of all Outstanding Securities shall have the right to direct the time, method and place of conducting any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, not relating to or arising under such seriesan Event of Default, provided that:that in each such case (1a) the Trustee shall have the right to decline to follow any such direction shall if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be in taken or would conflict with any rule of law or with this Indenture or subject if the Trustee to undue risk or require in good faith shall, by a Responsible Officer, determine that the Trustee to submit to the jurisdiction of a non-U.S. court, (2) the action proceedings so directed would not involve it in personal liability without adequate indemnity from such Holders or be unjustly prejudicial to the Holders not taking part in such direction, orand (3b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent with such direction by Holders of Securities.

Control by Holders. Subject With respect to Section 603(5)Securities of any series, the Holders of a majority in principal amount of the Outstanding Securities of any such series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, relating to or arising under an Event of Default described in clause (1), (2), (3) or (7) of Section 5.01, and with respect to all Securities the Holders of a majority in principal amount of all Outstanding Securities shall have the right to direct the time,method and place of conducting any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, not relating to or arising under such seriesan Event of Default, provided that:that in each such case (1) the Trustee shall have the right to decline to follow any such direction shall if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be in taken or would conflict with any rule of law or with this Indenture or subject if the Trustee to undue risk or require in good faith shall, by a Responsible Officer, determine that the Trustee to submit to the jurisdiction of a non-U.S. court, (2) the action proceedings so directed would not involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, orand (32) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent with such direction by Holders of Securities.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in principal amount of the Outstanding outstanding Securities of any series Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such seriesSeries, provided that: (1a) such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. courtIndenture, (2b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would not involve the Trustee in personal liability, the direction is in conflict with any law or this Indenture, or the direction would be unjustly unduly prejudicial to the Holders of such Series not taking part in such directionjoining therein provided, or (3) however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further direction (it being expressly understood that the Trustee shall be not have an affirmative duty to ascertain whether such action is prejudicial), and (d) prior to taking any action as directed under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicialthis Section 6.12, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by shall receive indemnity or security satisfactory to it against the Trustee. Nothing costs, claims, expenses and liabilities which might be incurred by it in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent compliance with such direction by Holders of Securitiesrequest or direction.

Control by Holders. Subject to Section 603(5), the The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or of exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court,Indenture, and (2) the Trustee may take any other action so directed would deemed proper by the Trustee which is not be unjustly inconsistent with such direction. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 9.1, that the Trustee determines is unduly prejudicial to the Holders rights of any other Holder or that would involve the Trustee in personal liability (it being understood that the Trustee does not taking part in have an affirmative duty to ascertain whether or not such directiondirection is unduly prejudicial to such Holders); provided, or (3) however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under this Indenture, provided further that the Trustee shall be under no obligation entitled to determine whether any indemnification satisfactory to it in its sole discretion against all costs, losses, claims, damages and expenses, including reasonable attorneys’ fees and expenses and court costs caused by taking or not taking such direction action. This Section 8.12 shall be in such conflict or so unjustly prejudiciallieu of § 316(a)(1)(A) of the TIA, and provided further, that nothing herein shall be deemed to require such § 316(a)(1)(A) of the Trustee to take direction TIA is hereby expressly excluded from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair and the right of the Trustee in its discretion to take any action deemed proper Notes, as permitted by the Trustee and that is not inconsistent with such direction by Holders of SecuritiesTIA.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in principal amount of the PRs at the time Outstanding Securities of any series shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such series, PRs by this Agreement; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture or Agreement; and provided further that (subject to the provisions of Section 401) the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to in good faith by its board of directors, the jurisdiction executive committee, or a trust committee of a non-U.S. court, (2) directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the PRs not taking part joining in such the giving of said direction, or it being understood that (3subject to Section 401) the Trustee may take any other action deemed proper by the Trustee that is shall have no duty to ascertain whether or not inconsistent with such direction, provided further that the Trustee shall be under no obligation actions or forbearances are unduly prejudicial to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the TrusteeHolders. Nothing in this Indenture Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. Subject to Section 603(5)the terms of the Security Documents and the terms of Article Six and Article Fifteen hereof, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the TrusteeTrustee or the Collateral Agent, or exercising any trust or power conferred on the Trustee, with respect to Trustee or the Securities of such seriesCollateral Agent, provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture or subject with the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court,Security Documents, and (2) the action so directed would not be unjustly prejudicial to Trustee and the Holders not taking part in such direction, or (3) the Trustee Collateral Agent may take any other action deemed proper by the Trustee that or the Collateral Agent, as applicable, which is not inconsistent with such direction. Notwithstanding the foregoing and notwithstanding the terms of the Security Documents, provided further that neither the Trustee shall nor the Collateral Agent need take any action which might involve it in personal liability or which would be under no obligation unduly prejudicial to determine whether any the Holders not consenting as set forth above. Without such direction shall be in such conflict or so unjustly prejudicialdirection, and provided further, that nothing herein shall be deemed to require neither the Trustee nor the Collateral Agent will be obligated to take direction from Holders unless such direction is in writing and accompanied act upon directions purported to be delivered to it by indemnity satisfactory any other Person, to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion foreclose upon or otherwise enforce any Lien or to take any other action deemed proper by whatsoever with regard to any or all of the Trustee and that is not inconsistent with such direction by Holders of SecuritiesSecurity Documents, the Lien created thereby or the Notes Collateral.

Control by Holders. Subject to Section 603(5)Except as otherwise expressly provided herein, the Majority of Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: that (1i) such direction shall not be in conflict with any rule of law or with this Indenture or subject Indenture, including Section 804 hereof, (ii) such Noteholders have offered to the Trustee to undue risk or require reasonable indemnity against costs, expenses and liabilities which it might incur in connection therewith as provided in Section 902(iii) hereof, (the Trustee to submit to the jurisdiction unsecured indemnity of a non-U.S. court, Rated Institutional Noteholder being deemed satisfactory for such purpose), (2) the action so directed would not be unjustly prejudicial to the Holders not taking part in such direction, or (3iii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction provided, however, that, subject to Section 901 hereof, the Trustee need not take any action which it determines might involve it in personal liability or be unjustly prejudicial to the Noteholders not consenting, and (iv) if the conditions to retention of the Collateral set forth in Section 816 hereof have been satisfied and the Trustee elects to retain the Collateral pursuant to such Section, then any direction to the Trustee by the Holders of Securitiesthe Notes to undertake a sale of the Collateral shall be of no force and effect.

Control by Holders. Subject to Section 603(5), the The Holders of at least a majority in principal amount of the Outstanding outstanding Securities of any series Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such seriesSeries, provided that: (1a) such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. courtIndenture, (2b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, (c) the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would not involve the Trustee in personal liability, the direction is in conflict with any law or this Indenture, or the direction would be unjustly unduly prejudicial to the Holders of such Series not taking part in such directionjoining therein provided, or (3) however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further direction (it being expressly understood that the Trustee shall be not have an affirmative duty to ascertain whether such action is prejudicial), and (d) prior to taking any action as directed under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicialthis Section 6.12, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by shall receive indemnity or security satisfactory to it against the Trustee. Nothing costs, claims, expenses and liabilities which might be incurred by it in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent compliance with such direction by Holders of Securitiesrequest or direction.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in aggregate ------------------ principal amount of the Securities at the time Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, Trustee by this Indenture; provided that: (1) that such direction shall not be otherwise -------- than in conflict accordance with any rule law and the provisions of law or with this Indenture or Indenture; and provided -------- further that (subject to the provisions of Section 5.1 hereof) the Trustee shall ------- have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to in good faith by its board of directors, the jurisdiction executive committee, or a trust committee of a non-U.S. court, (2) directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would not be unjustly prejudicial to the Holders not taking part in such direction, or (3) involve the Trustee may take any other action deemed proper by in personal liability or if the Trustee that is not inconsistent with such direction, provided further in good faith shall so determine that the Trustee shall be under no obligation actions or forbearances specified in or pursuant to determine whether any such direction shall be unduly prejudicial to the interests of Holders of the Securities not joining in such conflict or so unjustly prejudicialthe giving of said direction, and provided further, it being understood that nothing herein shall be deemed (subject to require Section 5.1 hereof) the Trustee shall have no duty to take direction from Holders unless ascertain whether or not such direction is in writing and accompanied by indemnity satisfactory actions or forbearances are unduly prejudicial to the Trusteesuch Holders. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction by Holders of SecuritiesHolders.

Control by Holders. Subject to Section 603(5), the The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, ; provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to determine whether any action is prejudicial to any Holder) and shall not subject the Trustee to undue liability for which it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or require the Trustee of liability is not reasonably assured to submit to the jurisdiction of a non-U.S. court,it, and (2) such direction shall not prejudice the action so directed would not be unjustly prejudicial to rights of the Holders not taking part joining in such the direction, orand (3) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Before proceeding to exercise any right or power hereunder at the direction of the Holders, provided further that the Trustee shall be under no obligation entitled to determine whether any receive from such direction shall be in such conflict or so unjustly prejudicialHolders, and provided furthershall not be required to act unless it so receives, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by security or indemnity satisfactory to the Trustee. Nothing Trustee against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) which might be incurred by it in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent compliance with such direction by Holders of Securitiesrequest or direction.

Control by Holders. Subject to Section 603(5)the terms of the Security Documents and the terms of Article Six and Article Fifteen hereof, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the TrusteeTrustee or the Collateral Agent, or exercising any trust or power conferred on the Trustee, with respect to Trustee or the Securities of such series, Collateral Agent; provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture or subject with the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court,Security Documents; and (2) the action so directed would not be unjustly prejudicial to Trustee and the Holders not taking part in such direction, or (3) the Trustee Collateral Agent may take any other action deemed proper by the Trustee that or the Collateral Agent, as applicable, which is not inconsistent with such direction. Notwithstanding the foregoing and notwithstanding the terms of the Security Documents, provided further that neither the Trustee shall nor the Collateral Agent need take any action which might involve it in personal liability or which would be under no obligation unduly prejudicial to determine whether any the Holders not consenting as set forth above. Without such direction shall be in such conflict or so unjustly prejudicialdirection, and provided further, that nothing herein shall be deemed to require neither the Trustee nor the Collateral Agent will be obligated to take direction from Holders unless such direction is in writing and accompanied act upon directions purported to be delivered to it by indemnity satisfactory any other Person, to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion foreclose upon or otherwise enforce any Lien or to take any other action deemed proper by whatsoever with regard to any or all of the Trustee and that is not inconsistent with such direction by Holders of SecuritiesSecurity Documents, the Lien created thereby or the Collateral.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court,Indenture; (2) the action so directed would not be unjustly prejudicial to the Holders not taking part in such direction, or (3) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction; and (3) subject to the provisions of Section 601, provided further that the Trustee shall be under no obligation have the right to determine whether decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. Section 513. Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default: (1) in the payment of the principal of or any premium or interest on any Security of such series, or (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. Upon any such waiver, such default shall be in such conflict or so unjustly prejudicialcease to exist, and provided further, that nothing herein any Event of Default arising therefrom shall be deemed to require the Trustee have been cured, for every purpose of this Indenture; but no such waiver shall extend to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall any subsequent or other default or impair the any right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent with such direction by Holders of Securitiesconsequent thereon.

Control by Holders. Subject to Section 603(5), the (a) The Holders of a majority in aggregate principal amount of the Outstanding Securities of any a particular series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, ; provided that: (1) such that the Trustee may refuse to follow any direction shall not be that is in conflict with any rule of law or with this Indenture or subject Indenture, subjects the Trustee to undue a risk or require of personal liability in respect of which the Trustee has not received indemnification or security satisfactory to submit to it, or that the jurisdiction of a non-U.S. court, (2) the action so directed would not Trustee determines in good faith may be unjustly unduly prejudicial to the rights of Holders not taking part joining in the giving of such directiondirection (it being understood that the Trustee does not have an affirmative duty to determine whether any action is prejudicial to any Holder), or (3) and that the Trustee may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such direction. (b) Following the qualification of this Indenture under the Trust Indenture Act, provided further that the Trustee shall be under no obligation to determine whether any such direction if ever, this Section shall be in such conflict or so unjustly prejudiciallieu of Section 316(a)(1)(A) of the Trust Indenture Act, and provided further, that nothing herein shall be deemed to require such Section 316(a)(1)(A) of the Trustee to take direction Trust Indenture Act is hereby expressly excluded from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair and the right of the Trustee in its discretion to take any action deemed proper Securities, as permitted by the Trustee and that is not inconsistent with such direction by Holders of SecuritiesTrust Indenture Act.

Control by Holders. Subject to Section 603(5)11.3, the Holders of a majority in more than 50% of the principal amount of the Outstanding Securities of any series outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (1a) such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court,Indenture; (2) the action so directed would not be unjustly prejudicial to the Holders not taking part in such direction, or (3b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that ; (c) nothing herein shall be deemed to require the Trustee to take any action under this Indenture or any direction from Holders which might in its reasonable judgment involve any expense or any financial or other liability unless such direction is the Trustee shall be furnished with indemnification acceptable to it, acting reasonably, including the advance of funds sufficient in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right judgment of the Trustee in its discretion to satisfy such liability, costs and expenses; and (d) the Trustee shall have the right to not take any action deemed proper by which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting. For certainty, no Holder shall have any right of action whatsoever against the Trustee and that is not inconsistent as a result of the Trustee acting or refraining from acting under the terms of this Indenture in accordance with such direction by Holders of Securitiesthe instructions from the Holders.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in principal amount of the Securities at the time Outstanding Securities of any series shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such series, by this Agreement; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture or Agreement; and provided further that (subject to the provisions of Section 4.1) the Trustee shall have the right to undue risk decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or require proceeding so directed may not lawfully be taken or if the Trustee to submit to in good faith by its board of directors, the jurisdiction executive committee, or a trust committee of a non-U.S. court, (2) directors or responsible officers of the Trustee shall determine that the action or proceed- ings so directed would not involve the Trustee in personal liability or if the Trustee in good faith shall so deter- mine that the actions or forebearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the Securities not taking part joining in such the giving of said direction, or it being understood that (3subject to Section 4.1) the Trustee may take any other action deemed proper by the Trustee that is shall have no duty to ascertain whether or not inconsistent with such direction, provided further that the Trustee shall be under no obligation actions or forebearances are unduly prejudicial to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the TrusteeHolders. Nothing in this Indenture Agreement shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent inconsis- tent with such direction or directions by Holders of SecuritiesHolders.

Control by Holders. Subject to Section 603(5), the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. courtIndenture, (2) the Trustee shall not determine that the action so directed would not be unjustly prejudicial to the Holders not taking part in such directiondirection or result in individual liability for the Trustee, or (3) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, provided provided, further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that which is not inconsistent with such direction by Holders of Securities.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee, Trustee with respect to the Securities of such series, Securities; provided that: that (1a) the Trustee shall have the right to decline to follow any such direction shall not be in conflict with any rule of law or with this Indenture or subject if the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court, (2) shall determine that the action so directed conflicts with any law or the provisions of this Indenture or if the Trustee in good faith shall, by a Responsible Officer, determine that such action would not be unjustly prejudicial to the Holders not taking part in such direction, or ; (3b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, provided further that ; and (c) the Trustee shall be under no obligation to determine whether exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders, unless such direction Holders shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed have offered to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by security or indemnity satisfactory to the TrusteeTrustee against any loss, liability or expense it may incur. Nothing 65 such Note on the respective due date expressed in this Indenture such Note (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment, and such right shall impair not be impaired without the right consent of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent with such direction by Holders of SecuritiesHolder. Section 511.

Control by Holders. Subject to Section 603(5)12.3, the Holders of a majority in principal amount of the Outstanding Securities of any series Notes Majority shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (1a) such direction shall not be in conflict with any rule of law Applicable Law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a non-U.S. court,Indenture; (2) the action so directed would not be unjustly prejudicial to the Holders not taking part in such direction, or (3b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, provided further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that ; (c) nothing herein shall be deemed to require the Trustee to take any action under this Indenture or any direction from Holders which might in its reasonable judgment involve any expense or any financial or other liability unless such direction is the Trustee shall be furnished with indemnification acceptable to it, acting reasonably, including the advance of funds sufficient in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right judgment of the Trustee in its discretion to satisfy such liability, costs and expenses; and (d) the Trustee shall have the right to not take any action deemed proper by which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting. For certainty, no Holder shall have any right of action whatsoever against the Trustee and that is not inconsistent as a result of the Trustee acting or refraining from acting under the terms of this Indenture in accordance with such direction by Holders of Securitiesthe instructions from the Holders.

Control by Holders. Subject to Section 603(5)the terms of the Second-Priority Security Documents, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series Second-Priority Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the TrusteeSecond-Priority Trustee or Second-Priority Collateral Agent, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such seriesSecond-Priority Trustee or Second-Priority Collateral Agent, provided that: (1) such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction of a nonSecond-U.S. courtPriority Indenture, (2) subject to Section 315 of the action so directed would not be unjustly prejudicial to Trust Indenture Act, the Holders not taking part in such direction, or (3) the Second-Priority Trustee may take any other action deemed proper by the Second-Priority Trustee that which is not inconsistent with such direction, provided further that and (3) the Second-Priority Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the Trustee. Nothing in this Indenture shall impair the right of the Trustee in its discretion to need not take any action deemed proper which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting. (4) prior to taking any such action, the Second-Priority Trustee or Second-Priority Collateral Agent shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by the Trustee and that is taking or not inconsistent with taking such direction by Holders of Securitiesaction.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in principal amount of the Outstanding outstanding Securities of any series Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such seriesSeries, provided that: (1) a. such direction shall not be in conflict with any rule of law or with this Indenture or subject Indenture, b. the Trustee to undue risk or require may take any other action deemed proper by the Trustee to submit to the jurisdiction of a non-U.S. courtwhich is not inconsistent with such direction, (2) c. the action Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would not involve the Trustee in personal liability, the direction is in conflict with any law or this Indenture, or the direction would be unjustly unduly prejudicial to the Holders of such Series not taking part in such directionjoining therein provided, or (3) however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further direction (it being expressly understood that the Trustee shall be not have an affirmative duty to ascertain whether such action is prejudicial), and d. prior to taking any action as directed under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicialthis Section 6.12, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by shall receive indemnity or security satisfactory to it against the Trustee. Nothing costs, claims, expenses and liabilities which might be incurred by it in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent compliance with such direction by Holders of Securitiesrequest or direction.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in principal amount of the Outstanding outstanding Securities of any series Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such seriesSeries; provided, provided that: (1) a. such direction shall not be in conflict with any rule of law or with this Indenture or subject Indenture; b. the Trustee to undue risk or require may take any other action deemed proper by the Trustee which is not inconsistent with such direction; c. the Trustee shall have the right to submit decline to follow any such direction if the jurisdiction Trustee in good faith shall, by a Responsible Officer of a non-U.S. court, (2) the action Trustee, determine that the proceeding so directed would not involve the Trustee in personal liability, the direction is in conflict with any law or this Indenture, or the direction would be unjustly unduly prejudicial to the Holders of such Series not taking part in such directionjoining therein provided, or (3) however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, provided further direction (it being expressly understood that the Trustee shall be not have an affirmative duty to ascertain whether such action is prejudicial); and d. prior to taking any action as directed under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicialthis Section 6.12, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by shall receive indemnity or security satisfactory to it against the Trustee. Nothing costs, claims, expenses and liabilities which might be incurred by it in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent compliance with such direction by Holders of Securitiesrequest or direction.

Control by Holders. Subject to Section 603(5), the The Holders of a majority in principal amount of the Securities at the time Outstanding Securities of any series shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the TrusteeRights Agent, or exercising any trust or power conferred on the Trustee, Rights Agent with respect to the Securities of such series, by this Agreement; provided that: (1) that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture or Agreement; and provided further that (subject the Trustee to undue risk or require the Trustee to submit to the jurisdiction provisions of a non-U.S. court, (2Section 4.1) the Rights Agent shall have the right to decline to follow any such direction if the Rights Agent, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Rights Agent in good faith by its board of directors, the executive committee, or a committee of directors or responsible officers of the Rights Agent shall determine that the action or proceedings so directed would not involve the Rights Agent in personal liability or if the Rights Agent in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unjustly unduly prejudicial to the interests of Holders of the Securities not taking part joining in such the giving of said direction, or it being understood that (3subject to Section 4.1) the Trustee may take any other action deemed proper by the Trustee that is Rights Agent shall have no duty to ascertain whether or not inconsistent with such direction, provided further that the Trustee shall be under no obligation actions or forebearances are unduly prejudicial to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied by indemnity satisfactory to the TrusteeHolders. Nothing in this Indenture Agreement shall impair the right of the Trustee Rights Agent in its discretion to take any action deemed proper by the Trustee Rights Agent and that which is not inconsistent with such direction or directions by Holders of SecuritiesHolders.