Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and (c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 87 contracts
Samples: Junior Subordinated Indenture (Entegra Financial Corp.), Junior Subordinated Indenture (Ameris Bancorp), Junior Subordinated Indenture (Validus Holdings LTD)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding 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; provided, with respect to the Securities of such Series, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 72 contracts
Samples: Indenture (Bryn Mawr Bank Corp), Indenture (China Natural Resources Inc), Indenture (CSL National, LP)
Control by Holders. 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; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 34 contracts
Samples: Junior Subordinated Indenture (Bankamerica Corp/De/), Indenture (Citizens Funding Trust IV), Junior Subordinated Indenture (Banknorth Capital Trust Ii)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c3) subject to the provisions of Section 6.2601, the Trustee shall have the right to decline to follow any such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably faith shall determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 33 contracts
Samples: Indenture (American Natural Soda Ash Corp.), Indenture (Laredo Midstream Services, LLC), Indenture (Burleson Water Resources, LLC)
Control by Holders. 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 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; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 33 contracts
Samples: Indenture (Imperial Petroleum Inc./Marshall Islands), Indenture (Independent Bank Corp), Indenture (Independent Bank Corp)
Control by Holders. 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; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 31 contracts
Samples: Junior Subordinated Indenture (Bt Preferred Capital Trust Iv), Junior Subordinated Indenture (First Empire State Corp), Junior Subordinated Indenture (Northern Trust Corp)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine, and the Trustee shallshall have received a legal opinion stating, in good faith, reasonably determine that the proceeding proceedings so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 28 contracts
Samples: Indenture (New York Times Co), Indenture (FMC Corp), Indenture (New York Times Co)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 16 contracts
Samples: Indenture (Arizona Public Service Co), Indenture (Airtran Holdings Inc), Indenture (Monsanto Co)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith share, by a Responsible Officer or Officers of the Trustee, determine, and the Trustee shallshall have received a legal opinion stating, in good faith, reasonably determine that the proceeding proceedings so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 16 contracts
Samples: Indenture (Jefferies Group Capital Finance Inc.), Subordinated Securities Agreement (Aqua America Inc), Subordinated Securities Agreement (Aqua America Inc)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding proceedings so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 16 contracts
Samples: Indenture (Wesbanco Inc), Indenture (Universal Stainless & Alloy Products Inc), Indenture (Hancock Holding Co)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 15 contracts
Samples: Senior Indenture (Alpha Natural Resources, Inc.), Indenture (Energy Transport CO), Senior Indenture (Massey Energy Co)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline any direction with respect to follow such direction if which a Responsible Officer or Officers of reasonably determines such direction will cause the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders incur any liability for which it shall not joining in any such direction or would involve the Trustee in personal liabilityhave been adequately indemnified pursuant to Section 5.07.
Appears in 14 contracts
Samples: Subordinated Indenture (Masco Corp /De/), Subordinated Indenture (Masco Corp /De/), Subordinated Indenture (Masco Corp /De/)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2601, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability or would otherwise be contrary to applicable law.
Appears in 13 contracts
Samples: Subordinated Indenture (Lear Corp), Indenture (Lear Corp), Indenture (Lear Corp)
Control by Holders. 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 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; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 11 contracts
Samples: Indenture (Huntington Bancshares Inc/Md), Indenture (Huntington Bancshares Inc/Md), Indenture (LegacyTexas Financial Group, Inc.)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faithdetermine, reasonably determine that the proceeding proceedings so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 10 contracts
Samples: Indenture (BrightSpring Health Services, Inc.), Indenture (BrightSpring Health Services, Inc.), Indenture (BrightSpring Health Services, Inc.)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided, provided that:
(ai) such direction shall not be in conflict with any rule of law or with this Indenture,
(bii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(ciii) subject to the provisions of Section 6.26.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Trust Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding action so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability or be unduly prejudicial to Holders not joining therein.
Appears in 10 contracts
Samples: Subordinated Indenture (Lincoln National Corp), Subordinated Indenture (Lincoln National Corp), Senior Indenture (Lincoln National Corp)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, with respect to the Securities, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 9 contracts
Samples: Junior Subordinated Indenture (Greater Community Bancorp), Junior Subordinated Indenture (Success Bancshares Inc), Junior Subordinated Indenture (Fb Capital Trust)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Senior 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; provided, that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, ; and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 8 contracts
Samples: Indenture (Anthracite Capital Inc), Indenture (Anthracite Capital Inc), Indenture (Comstock Homebuilding Companies, Inc.)
Control by Holders. 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 any Trustee, or exercising any trust or power conferred on any Trustee, with respect to the TrusteeSecurities of such series; provided, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee Trustees may take any other action deemed proper by the Trustee that Trustees which is not inconsistent consistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, each of the Trustee Trustees shall have the right to decline to follow any such direction if such Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallsuch Trustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 8 contracts
Samples: Indenture (Algonquin Power & Utilities Corp.), Indenture (Algonquin Power & Utilities Corp.), Indenture (Algonquin Power & Utilities Corp.)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, with respect to the Securities, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 8 contracts
Samples: Junior Subordinated Indenture (American Safety Insurance Group LTD), Junior Subordinated Indenture (Sman Capital Trust 1), Junior Subordinated Indenture (Sun Capital Trust Ii)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding 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; provided, with respect to the Securities of such Series, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c) subject to the provisions of Section 6.26.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability or would be unduly prejudicial to the rights of another Holder or the Trustee.
Appears in 7 contracts
Samples: Senior Indenture (Global Ship Lease, Inc.), Subordinated Indenture (Global Ship Lease, Inc.), Senior Indenture (Asia Entertainment & Resources Ltd.)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c3) subject to the provisions of Section 6.2601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 7 contracts
Samples: Indenture (RadNet, Inc.), Indenture (RadNet, Inc.), Indenture (Arch Coal Inc)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, with respect to the Notes, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding proceedings so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 7 contracts
Samples: First Supplemental Indenture (BrightSpring Health Services, Inc.), First Supplemental Indenture (BrightSpring Health Services, Inc.), First Supplemental Indenture (BrightSpring Health Services, Inc.)
Control by Holders. 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; provided, with respect to the Securities of such series, PROVIDED that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b2) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, ; and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 6 contracts
Samples: Junior Subordinated Indenture (United Community Capital Trust), Junior Subordinated Indenture (Fidelity Bancshares Nc Inc /De/), Junior Subordinated Indenture (Fidbank Capital Trust I)
Control by Holders. The Holders of not less than at least a majority in aggregate principal amount of the Outstanding Debt 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; providedTrustee with respect to the Debt Securities of such series, PROVIDED that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b2) subject to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceeding so directed would be unjustly prejudicial to the Holders of Debt Securities of such series not joining in any such direction; and
(3) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 5 contracts
Samples: Indenture (Harrahs Entertainment Inc), Indenture (Hilton Hotels Corp), Indenture (Park Place Entertainment Corp)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding 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; provided, with respect to the Securities of such Series, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability or that it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with such direction.
Appears in 5 contracts
Samples: Indenture (Celanese Americas LLC), Indenture (Celanese Global Relocation LLC), Indenture (CalAmp Corp.)
Control by Holders. 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; provided, with respect to the Securities of such series, provided that:
(a) 5.12.1 such direction shall not be in conflict with any rule of law or with this Indenture,;
(b) 5.12.2 the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c) 5.12.3 subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability against which indemnity would not be satisfactory.
Appears in 5 contracts
Samples: Indenture (Embraer S.A.), Indenture (Embraer Netherlands Finance B.V.), Indenture (Embraer S.A.)
Control by Holders. 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; provided, with respect to the Securities of such series, PROVIDED that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 5 contracts
Samples: Junior Subordinated Indenture (Zions Institutional Capital Trust A), Junior Subordinated Indenture (Southern States Capital Trust I), Junior Subordinated Indenture (Seacoast Financial Services Corp)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 4 contracts
Samples: Junior Subordinated Supplemental Indenture (BRT Realty Trust), Junior Subordinated Indenture (Beazer Homes Usa Inc), Junior Subordinated Indenture (Gramercy Capital Corp)
Control by Holders. The Subject to the provisions of Section 6.03, 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 Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided, however, that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c3) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow any such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably faith shall determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability or would otherwise be contrary to applicable law.
Appears in 4 contracts
Samples: Indenture (Financial Institutions Inc), Indenture (Financial Institutions Inc), Indenture (Financial Institutions Inc)
Control by Holders. 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; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 4 contracts
Samples: Junior Subordinated Indenture (Evans Capital Trust III), Trust Agreement (Privatebancorp Capital Trust Iv), Indenture (Privatebancorp Capital Trust Iv)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2601, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Responsible Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 4 contracts
Samples: Subordinated Debt Securities Indenture (Cullen/Frost Bankers, Inc.), Indenture (Cullen/Frost Bankers, Inc.), Indenture (Cullen/Frost Bankers, Inc.)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding proceedings so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 4 contracts
Samples: Indenture (Pinnacle West Capital Corp), Indenture (Pinnacle West Capital Corp), Indenture (Pinnacle West Capital Corp)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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, with respect to the Notes; provided, however, that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c) subject to the provisions of Section 6.27.01, the Trustee shall have the right to decline to follow any such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably faith shall determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 3 contracts
Samples: Indenture (Northern Border Partners Lp), Indenture (Northern Border Pipeline Co), Indenture (Northern Border Partners Lp)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities outstanding 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; provided, with respect to the Notes, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 3 contracts
Samples: Indenture (Harrahs Entertainment Inc), Indenture (Harrahs Entertainment Inc), Indenture (Harrahs Operating Co Inc)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow any such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably faith shall determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 3 contracts
Samples: Indenture (American Safety Insurance Holdings LTD), Indenture (American Safety Insurance Holdings LTD), Indenture (Clarksburg Skylark, LLC)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, Trustee provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 3 contracts
Samples: Junior Subordinated Indenture (Fib Capital Trust), Junior Subordinated Indenture (Fib Capital Trust), Junior Subordinated Indenture (First Interstate Bancsystem of Montana Inc)
Control by Holders. 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 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, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 3 contracts
Samples: Indenture (Valley National Bancorp), Indenture (Valley National Bancorp), Indenture (Independent Bank Corp)
Control by Holders. 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; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability or would otherwise be contrary to applicable law.
Appears in 3 contracts
Samples: Junior Subordinated Indenture (Hl&p Capital Trust Iv), Junior Subordinated Indenture (Hl&p Capital Trust I), Junior Subordinated Indenture (Mellon Bank Corp)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, direction and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 3 contracts
Samples: Indenture (Amcomp Inc /Fl), Indenture (Amcomp Inc /Fl), Indenture (Amcomp Inc /Fl)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Debentures 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; provided, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 3 contracts
Samples: Indenture (Txi Capital Trust I), Indenture (Caremark Rx Inc), Indenture (Gentiva Health Services Inc)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding proceedings so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 3 contracts
Samples: Indenture (BMP Sunstone CORP), Indenture (BMP Sunstone CORP), Indenture (BMP Sunstone CORP)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Notes shall have the right right, to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee; provided, thatTrustee with respect to the Notes PROVIDED THAT:
(a1) 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 this Indenture or with this Indenture,if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part is in such direction, and
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 3 contracts
Samples: Indenture (Pepsi Bottling Group Inc), Indenture (Pepsi Bottling Group Inc), Indenture (Pepsi Bottling Group Inc)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 3 contracts
Samples: Indenture (Anthracite Capital Inc), Indenture (Meadowbrook Insurance Group Inc), Indenture (Anthracite Capital Inc)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities and the holders of a majority in liquidation amount of the Capital Securities 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; provided, with respect to the Securities, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Popular North America Capital Trust Iii), Junior Subordinated Indenture (Popular North America Capital Trust I)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Debentures 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; provided, with respect to the Debentures, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.25.01, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would potentially involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Indenture (Berkshire Hathaway Energy Co), Indenture (Midamerican Energy Holdings Co /New/)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding 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; provided, with respect to the Securities of such Series, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c) subject to the provisions of Section 6.26.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability or would be unduly prejudicial to the rights of another Holder or the Trustee. SECTION 6.13.
Appears in 2 contracts
Samples: Subordinated Indenture (Global Ship Lease, Inc.), Senior Indenture (Global Ship Lease, Inc.)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities 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 TrusteeTrustee with respect to the Debt Securities; provided, that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b) subject to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith being advised by counsel shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceeding so directed might result in personal liability for the Trustee or would be unjustly prejudicial to the Holders not joining in any such direction; and
(c) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Indenture (Matrix Bancorp Inc), Indenture (Investorsbancorp Inc)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, ; and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Indenture (RAIT Financial Trust), Junior Subordinated Indenture (Comstock Homebuilding Companies, Inc.)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Notes shall have the right to direct the time, method 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; providedTrustee with respect to the Notes, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this First Supplemental Indenture or Base Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1 of the Base Indenture, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: First Supplemental Indenture (BofI Holding, Inc.), First Supplemental Indenture (BofI Holding, Inc.)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.. EXHIBIT D
Appears in 2 contracts
Samples: Trust Agreement (Hanmi Financial Corp), Trust Agreement (Hanmi Financial Corp)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline any direction with respect to follow such direction if which a Responsible Officer or Officers of reasonably determines such direction will cause the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders incur any liability for which it shall not joining in any such direction or would involve the Trustee in personal liabilityhave been adequately indemnified pursuant to Section 5.7.
Appears in 2 contracts
Samples: Indenture (Pitney Bowes Credit Corp), Indenture (Pitney Bowes Inc /De/)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Notes 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 of exercising any trust or power conferred on the Trustee; provided, Trustee with respect to the Notes of such series provided that:
(a1) 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 this Indenture or with this Indenture,if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part is in such direction, and
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Indenture (Bottling Group LLC), Indenture (Bottling Group LLC)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall Debentures 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; provided, that:
that (a1) such direction shall not be in conflict with any rule of law or with this Indenture,
; (b2) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
; and (c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Indenture (Westcoast Hospitality Capital Trust), Indenture (Westcoast Hospitality Corp)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding Securities shall have the right exercisable by Act of such Holders to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustees, or exercising any trust or power conferred on the Trustee; providedTrustees, with respect to the Securities, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b) the a Trustee may take any other action deemed proper by the such Trustee that which is not inconsistent with such direction, ; and
(c) subject to the provisions of Section 6.2, the a Trustee shall have the right to decline decide not to follow such direction if such Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallsuch Trustee, in good faith, reasonably determine that the proceeding so directed such direction would be unjustly prejudicial to the Holders not joining in any such direction or would involve the such Trustee in personal liability.
Appears in 2 contracts
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities outstanding 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; provided, with respect to the Notes, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,Indenture or expose the Trustee in personal liability;
(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, ; and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Responsible Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve expose the Trustee in to personal liability.
Appears in 2 contracts
Samples: Indenture (Amphenol Corp /De/), Indenture (Amphenol Corp /De/)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, with respect to the Securities, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Riggs National Corp), Junior Subordinated Indenture (Riggs Capital Ii)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Debt 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 Debt Securities of such series, provided, that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b2) subject to the provisions of Sections 6.01 and 6.03, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceeding so directed would be unjustly prejudicial to the Holders of Debt Securities of such series not joining in any such direction; and
(3) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Senior Indenture (Magnum Hunter Resources Inc), Senior Indenture (Meridian Resource CORP)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, with respect to the Securities, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, ; and
(c) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Allegiant Bancorp Inc), Junior Subordinated Indenture (Allegiant Capital Trust Ii)
Control by Holders. 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 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, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Indenture (Abacus Life, Inc.), Indenture (Abacus Life, Inc.)
Control by Holders. 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 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; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Indenture (United Community Banks Inc), Indenture (United Community Banks Inc)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; providedPROVIDED, that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c) subject to the provisions of Section SECTION 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Bankatlantic Bancorp Inc), Junior Subordinated Indenture (Bankatlantic Bancorp Inc)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Bnccorp Inc), Junior Subordinated Indenture (Vib Corp)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, provided that:
(ai) such direction shall not be in conflict with any rule of law or with this Indenture,
(bii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(ciii) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,.
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
and (c3) subject to the provisions of Section 6.2701, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Trust Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding action so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability or would be unduly prejudicial to Holders not joining in such direction. SECTION 613.
Appears in 1 contract
Samples: Indenture (Polaroid Corp)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline any direction with respect to follow such direction if which a Responsible Officer or Officers of determines such direction will cause the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders incur any liability for which it shall not joining in any such direction or would involve the Trustee in personal liabilityhave been adequately indemnified pursuant to Section 5.07.
Appears in 1 contract
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, that:
(a) : such direction shall not be in conflict with any rule of law or with this Indenture,
(b) , the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c) and subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, direction and
(c3) subject to the provisions of Section 6.2601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Indenture (Schein Henry Inc)
Control by Holders. The Subject to the provisions of Section 603, 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 exercising 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, however, that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c3) subject to the provisions of Section 6.2601, the Trustee shall have the right to decline to follow any such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably faith shall determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability or would otherwise be contrary to applicable law.
Appears in 1 contract
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, with respect to the Notes, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c) subject to the provisions of Section 6.27.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would is contrary to applicable law or this Indenture or may be unjustly unduly prejudicial to the Holders of Notes not joining in any such direction or would involve the Trustee in personal liabilitydirection.
Appears in 1 contract
Samples: Indenture (Caraustar Industries Inc)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,.
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
and (c3) subject to the provisions of Section 6.2701, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Trust Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding action so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability or would be unduly prejudicial to Holders not joining in such direction.
Appears in 1 contract
Samples: Indenture (Polaroid Corp)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2701, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Trust Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding action so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Control by Holders. The If an Event of Default shall have occurred and be continuing, the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding Securities 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; provided, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c3) subject to the provisions of Section 6.21001, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability or would otherwise be contrary to applicable law.
Appears in 1 contract
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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 TrusteeTrustee with respect to the Notes; provided, that:
(ai) such direction shall not be in conflict with any rule of law or with this Indenture,;
(bii) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction;
(iii) subject to the provisions of Section 7.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers, determine that the proceeding so directed would involve the Trustee in personal liability; and
(iv) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Indenture (Collins & Aikman Corp)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Notes shall have the right to direct the time, method 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; provided, with respect to the Notes, provided that:
(ad) such direction shall not be in conflict with any rule of law or with this Indenture,
(be) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ,
(f) such direction is not unduly prejudicial to the rights of other Holders of the Notes (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders); and
(cg) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: First Supplemental Indenture (West Bancorporation Inc)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Indenture (Talk America)
Control by Holders. 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; provided, with respect to the Securities of such series, provided that:
(a) 5.12.1 such direction shall not be in conflict with any rule of law or with this Indenture,
(b) 5.12.2 the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) 5.12.3 subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any with such direction or would involve the Trustee in personal liabilityliability against which indemnity would not be satisfactory.
Appears in 1 contract
Samples: Indenture (Vale Overseas LTD)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Notes of any tranche 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; providedTrustee with respect to the Notes of such tranche, thatPROVIDED THAT:
(a1) 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 this Indenture or with this Indenture,if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, and
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Indenture (Pepsi Bottling Group Inc)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, provided that:
(a) such direction shall not be in conflict with any rule of law or with this the Indenture,, and
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to direction or the provisions of Section 6.2, the Indenture. The Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial directed, subject to the Holders not joining in any such direction or Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal liabilityliability or might be unduly prejudicial to the Holders not involved in the proceeding.
Appears in 1 contract
Samples: First Supplemental Indenture (Onyx Pharmaceuticals Inc)
Control by Holders. 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; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,, 51 44
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Indenture (First Security Capital V)
Control by Holders. The Holders of not less than a majority 25% in aggregate principal amount of the Outstanding 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; provided, with respect to the Securities of such Series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Indenture (Idex Corp /De/)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities outstanding Notes shall have the right to direct the time, method 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; providedTrustee with respect to the Notes, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this First Supplemental Indenture or Base Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and,
(c3) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability, and
(4) such Holders shall have provided indemnity or security satisfactory to the Trustee in connection with the action or inaction so directed.
Appears in 1 contract
Samples: First Supplemental Indenture (Customers Bancorp, Inc.)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, with respect to the Notes, provided that:
(ai) such direction shall not be in conflict with any rule of law or with this Indenture,
(bii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(ciii) subject to the provisions of Section 6.28.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding proceedings so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Second Supplemental Indenture (Elanco Animal Health Inc)
Control by Holders. 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; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject Subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Junior Subordinated Indenture (WSFS Financial Corp)
Control by Holders. 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; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c3) subject to the provisions of Section 6.26.01, the Trustee shall have the right to decline to follow such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.not
Appears in 1 contract
Samples: Junior Subordinated Indenture (North Fork Capital Trust I)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,; and
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c3) subject to the provisions of Section 6.26.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding proceedings so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee it in personal liability.
Appears in 1 contract
Samples: Indenture (Calpine Corp)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Debentures 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; provided, with respect to the Debentures, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Junior Convertible Subordinated Indenture (Newell Financial Trust I)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Debentures 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; provided, with respect to the Debentures, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2501, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would potentially involve the Trustee in personal liability.
Appears in 1 contract
Samples: Indenture (NVP Capital Iii)
Control by Holders. The Except as otherwise provided herein or in the Notes, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,.
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow any such direction action if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably faith by its board of directors or executive committee or a trust committee of directors and/or Responsible Officers shall determine that the proceeding actions or proceedings so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability or would be unduly prejudicial to Holders not joining in such direction.
Appears in 1 contract
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding proceedings so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Indenture (Colony Financial, Inc.)
Control by Holders. 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; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, andand 49 42
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; providedTrustee under this Indenture, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any statute or rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding proceedings so directed would expose the Trustee to personal liability or would be unjustly unduly prejudicial to the Holders of Securities of that series not joining in any such direction or would involve the Trustee in personal liabilitydirection.
Appears in 1 contract
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding 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; provided, with respect to the Securities of such Series, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,;
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, ; and
(c) subject to the provisions of Section 6.2, the Trustee shall have the right to may decline to follow any direction that is unduly prejudicial to the rights of the Holders of Securities of such direction if a Responsible Officer Series not consenting, or Officers that would in the good faith judgment of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve have a substantial likelihood of involving the Trustee in personal liability.
Appears in 1 contract
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
and (c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline any direction with respect to follow such direction if which a Responsible Officer or Officers of reasonably determines such direction will cause the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders incur any liability for which it shall not joining in any such direction or would involve the Trustee in personal liabilityhave been adequately indemnified pursuant to Section 5.07.
Appears in 1 contract
Samples: Indenture (Masco Corp /De/)
Control by Holders. 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 Trustee, or exercising any trust or power conferred on the Trustee; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liabilityliability from which it has not been adequately indemnified.
Appears in 1 contract
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, that:with respect to the Notes, provided that 28
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.2601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee shallTrustee, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Indenture (Mobile Mini Inc)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, that:
: (a) such direction shall not be in conflict with any rule of law or with this Indenture,
, (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
and (c) subject to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Junior Subordinated Indenture (Simmons First National Corp)
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, provided that:
(a) such direction shall not be in conflict with any rule of law or with this the Indenture,, and
(b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c) subject to direction or the provisions of Section 6.2, the Indenture. The Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers officers of the Trustee shallor upon the advice of legal counsel, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial directed, subject to the Holders not joining in any such direction or Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal liabilityliability or might be unduly prejudicial to the Holders not involved in the proceeding.
Appears in 1 contract
Control by Holders. 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; provided, with respect to the Securities of such series, provided that:
(a1) such direction shall not be in conflict with any rule of law or with this Indenture,
(b2) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction, and
(c3) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; provided, with respect to the Securities, provided that:
(a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and
(c) subject to the provisions of Section 6.26.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.
Appears in 1 contract
Samples: Junior Subordinated Indenture (Allegiant Capital Trust I)
