Common use of Control by Holders Clause in Contracts

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilities.

Control by Holders. The Majority in Interest of Certificate Holders of not less than a majority of the Outstanding Amount of the Recovery Bonds of an affected Tranche shall have the right to direct the Indenture Trustee as to the time, method method, and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranchesby this Indenture; provided that: (a) that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.08 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to if the Indenture Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to sell or liquidate any Recovery Bond Collateral such direction shall be by unduly prejudicial to the interests of Holders representing not joining in the applicable percentage giving of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; said direction, it being understood that (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant subject to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d9.02 hereof) the Indenture Trustee may shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any other action deemed proper by the Indenture Trustee that and which is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and direction by the Indenture Trustee need not take any action that it determines might involve it Majority in liability or might materially adversely affect the rights Interest of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesCertificate Holders.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Amount Securities in respect of the Recovery Bonds which an Event of an affected Tranche Default has occurred shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to such Tranche or Tranches; the Outstanding Securities, provided that: that in each case (a1) such direction shall not be in conflict with any rule of law or with this Indenture Indenture, and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction. Upon receipt by the Trustee of any such direction with respect to Securities all or part of which is represented by a Global Security, a record date shall automatically and without any further action by any Person be set for the purpose of determining the Holders of Outstanding Securities entitled to join in such direction, which record date shall be the close of business on the day the Trustee shall have received such direction. The Holders of Outstanding Securities on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, however, provided that, unless such direction shall have become effective by virtue of Holders of the Indenture Trustee’s duties requisite principal amount of Outstanding Securities on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such direction shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder (or a duly appointed agent of a Holder) from giving, before or after the expiration of such 90-day period, a direction contrary to or different from a direction previously given by a Holder, or from giving, after the expiration of such period, a direction identical to a direction that has been cancelled pursuant to the proviso to the preceding sentence, in any of which events a new record date in respect thereof shall be subject set pursuant to the provisions of this Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilities6.12.

Control by Holders. (a) The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranchesseries; provided that: (a) such that the Trustee may refuse to follow any direction shall not be that is in conflict with any rule of law or with this Indenture and shall not involve Indenture, subjects the Indenture Trustee in any to a risk of personal liability in respect of which the Trustee has not received indemnification or expense; (b) subject security satisfactory to other conditions specified it, or that the Trustee determines in Section 5.04, any direction good faith may be unduly prejudicial to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by rights of Holders not joining in the Holders representing the applicable percentage giving of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, thatthat the Trustee may take any other action it deems proper that is not inconsistent with any such direction. (b) Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Global Security, the Indenture Trustee’s duties record date for determining Holders of outstanding Securities of such series entitled to join in such direction shall be subject to Section 6.01the day the Trustee receives such direction, or, if such receipt occurs after the close of business or on a day that is not a Business Day, the next succeeding Business Day, and the Indenture Trustee need Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not take any action such Holders remain Holders after such record date; provided that it determines might involve it unless such majority in liability or might materially adversely affect principal amount shall have been obtained prior to the rights of any Holders not consenting to day which is 90 days after such action. Furthermore record date, such direction shall automatically and without limiting further action by any Holder be canceled and of no further effect. The Trustee may conclusively rely on any representation by the foregoingHolders delivering such direction that such Holders constitute the requisite percentage to deliver such direction. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant to the Indenture Trustee provisions to the preceding sentence, in which event a new record date shall not be required established pursuant to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesthe provisions of this Section 7.12.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Securitized Utility Tariff Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Securitized Utility Tariff Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Securitized Utility Tariff Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Securitized Utility Tariff Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Securitized Utility Tariff Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Securitized Utility Tariff Bonds to sell or liquidate the Recovery Securitized Utility Tariff Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilities.

Control by Holders. (a) The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; series, provided that:, (a1) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve Indenture, nor subject the Indenture Trustee in any to a risk of personal liability in respect of which the Trustee has not received indemnification satisfactory to it in its sole discretion against all losses, liabilities and expenses caused by taking or expense; (b) subject to other conditions specified in Section 5.04not taking such action, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction. (b) Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and/or security satisfactory to it in its sole discretion against all fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by or that might be caused by taking or not taking such action. (c) Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Global Security, the Trustee may establish a record date for determining Holders of outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, howeverthat unless such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, thatsuch direction shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant to the Indenture Trustee’s duties provisions to the preceding sentence, in which event a new record date shall be subject established pursuant to the provisions of this Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilities5.12.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Storm Recovery Bonds of an (or, if less than all tranches are affected, the affected Tranche tranche) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Storm Recovery Bonds of such Tranche tranche or Tranches tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche tranche or Tranchestranches; provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture or the Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Storm Recovery Bond Collateral shall be by the Holders representing the applicable percentage 100 percent of the Outstanding Amount of the Storm Recovery Bonds as provided in Section 5.04Bonds; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Storm Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Storm Recovery Bonds to sell or liquidate the Storm Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Environmental Trust Bonds of an (or, if less than all Tranches are affected, the affected Tranche or Tranches) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Environmental Trust Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture or the Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Environmental Trust Bond Collateral shall be by the Holders representing the applicable percentage 100 percent of the Outstanding Amount of the Recovery Environmental Trust Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Environmental Trust Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Environmental Trust Bonds to sell or liquidate the Recovery Environmental Trust Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; series, provided that: (a1) such Such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;Indenture, (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction, and (3) subject to the provisions of Section 601, 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 that the proceeding so directed would involve the Trustee in personal liability. Upon receipt by the Trustee of any written notice directing the time, method or place of conducting any such proceeding or exercising any such trust or power, (i) with respect to Securities of a series all or part of which is represented by a Global Security, a record date shall be established, which record date shall be at the close of business on the day the Trustee receives such notice, and (ii) with respect to any other series of Securities, the Trustee may, but shall not be obligated to, establish a record date, in each case for the purpose of determining Holders of Outstanding Securities of such series entitled to join in such notice. If such record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, however, thatthat unless the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall have joined in such notice prior to the date which is 90 days after such record date, the Indenture Trustee’s duties shall be subject to Section 6.01, such notice and the Indenture Trustee need not take Act of Holders, or their proxies, joining in such notice shall automatically and without further action by any action Holders be cancelled and of no effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, (i) after expiration of such 90-day period, a new notice to the same effect as that it determines might involve it cancelled pursuant to the proviso to the preceding sentence, or (ii) during any such 90-day period in liability or might materially adversely affect the rights respect of any Holders not consenting notice, a new notice giving directions contrary to or otherwise different from such action. Furthermore and without limiting notice in either of which events a new record date shall or may, as the foregoingcase may be, be established pursuant to the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesprovisions of this Section 512 in respect of such new notice.

Control by Holders. (a) The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; series, provided that:, (a1) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve Indenture, nor subject the Indenture Trustee in any to a risk of personal liability in respect of which the Trustee has not received indemnification satisfactory to it in its sole discretion against all losses, liabilities and expenses caused by taking or expense; (b) subject to other conditions specified in Section 5.04not taking such action, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction. (b) Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and/or security satisfactory to it in its sole discretion against all fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by or that might be caused by taking or not taking such action. (c) Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Global Security, the Trustee may establish a record date for determining Holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, howeverthat unless such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, thatsuch direction shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant to the Indenture Trustee’s duties provisions to the preceding sentence, in which event a new record date shall be subject established pursuant to the provisions of this Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilities5.12.

Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; series, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture and Indenture, (2) the Trustee shall not involve determine that the Indenture Trustee action so directed would be unjustly prejudicial to Holders of Securities of that series, or any other series, not taking part in any personal liability or expense; (b) subject to other conditions specified in Section 5.04such direction, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d3) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction. Upon receipt by the Trustee of any such direction with respect to Securities of any series, a record date shall automatically and without any other action by any Person be set for determining the Holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be the close of business on the day the Trustee receives such direction. Promptly after the establishment of a record date pursuant to the provisions of this Section 512, the Trustee shall notify the Holders of Outstanding Securities of such series of the establishment of such record date. The Holders of Outstanding Securities of such series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, however, provided that, unless such direction shall have become effective by virtue of Holders of the Indenture Trustee’s duties requisite principal amount of Outstanding Securities of such series on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such direction shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder (or a duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, a direction contrary to or different from, or, after the expiration of such period, identical to, a direction that has been cancelled pursuant to the proviso to the preceding sentence, in which event a new record date in respect thereof shall be subject set pursuant to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesthis paragraph.

Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; provided series, PROVIDED that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;Indenture, (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction; provided, howeverand (3) the Trustee shall have the right to decline to follow any such direction if the Trustee, thatbeing advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the Indenture Trustee’s duties executive committee, or a trust committee of directors or responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction shall be unduly prejudicial to the interests of holders of the Securities of the series not joining in the giving of said direction, it being understood that (subject to Section 6.01601) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such holders. Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Book-Entry Security, the Trustee shall establish a record date for determining Holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; PROVIDED, that unless such majority in principal amount shall have been obtained prior to the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to day which is 90 days after such action. Furthermore record date, such direction shall automatically and without limiting further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, (i) after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant to the foregoingprovisions to the preceding sentence or (ii) during any such 90-day period, a new direction contrary to or different from such direction, in either of which events a new record date shall be established pursuant to the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesprovisions of this Section 512.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Storm Recovery Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Storm Recovery Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or TranchesTrustee; provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture or the Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Storm Recovery Bond Collateral shall be by the Holders representing the applicable percentage 100 percent of the Outstanding Amount of the Storm Recovery Bonds as provided in Section 5.04Bonds; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Storm Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Storm Recovery Bonds to sell or liquidate the Storm Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. (a) The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranchesseries; provided that: (a) such that the Trustee may refuse to follow any direction shall not be that is in conflict with any rule of law or with this Indenture and shall not involve Indenture, subjects the Indenture Trustee in any to a risk of personal liability in respect of which the Trustee has not received indemnification or expense; (b) subject security satisfactory to other conditions specified it, or that the Trustee determines in Section 5.04, any direction good faith may be unduly prejudicial to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by rights of Holders not joining in the Holders representing the applicable percentage giving of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, thatthat the Trustee may take any other action it deems proper that is not inconsistent with any such direction. (b) Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Global Security, the Indenture Trustee’s duties record date for determining Holders of Outstanding Securities of such series entitled to join in such direction shall be subject to Section 6.01the day the Trustee receives such direction, or, if such receipt occurs after the close of business or on a day that is not a Business Day, the next succeeding Business Day, and the Indenture Trustee need Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not take any action such Holders remain Holders after such record date; provided that it determines might involve it unless such majority in liability or might materially adversely affect principal amount shall have been obtained prior to the rights of any Holders not consenting to day which is 90 days after such action. Furthermore record date, such direction shall automatically and without limiting further action by any Holder be canceled and of no further effect. The Trustee may conclusively rely on any representation by the foregoingHolders delivering such direction that such Holders constitute the requisite percentage to deliver such direction. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant to the Indenture Trustee provisions to the preceding sentence, in which event a new record date shall not be required established pursuant to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesthe provisions of this Section 7.12.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Securitization Bonds of an affected Tranche or Tranches shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Securitization Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Securitization Bond Collateral shall be by the Holders representing the applicable percentage 100 percent of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04Securitization Bonds; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Securitization Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Securitization Bonds to sell or liquidate the Recovery Securitization Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Energy Transition Bonds of an (or, if less than all Tranches are affected, the affected Tranche or Tranches) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Energy Transition Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture or the Series Supplement or any Basic Document and shall not involve the Indenture Trustee in any personal liability or expense, in each case, as determined by the Indenture Trustee in good faith; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral (other than an Event of Default described in Section 5.01(a) or Section 5.01(b)) shall be by the Holders representing the applicable percentage 100 percent of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04Energy Transition Bonds; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Energy Transition Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Securitization Bonds of an (or, if less than all Tranches are affected, the affected Tranche or Tranches) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Securitization Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture or the Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Securitization Bond Collateral shall be by the Holders representing the applicable percentage 100 percent of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04Securitization Bonds; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Securitization Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Securitization Bonds to sell or liquidate the Recovery Securitization Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities. In circumstances under which the Indenture Trustee is required to seek instructions from the Holders of any Tranche with respect to any action or vote, the Indenture Trustee shall take the action or vote for or against any proposal in proportion to the principal amount of the corresponding Tranche, as applicable, of Securitization Bonds taking the corresponding position.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Securitization Bonds of an (or, if less than all Tranches are affected, the affected Tranche or Tranches) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Securitization Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture or the Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Securitization Bond Collateral shall be by the Holders representing the applicable percentage one hundred (100) percent of the Outstanding Amount of the Recovery Securitization Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Securitization Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 one hundred (100) percent of the Outstanding Amount of the Recovery Securitization Bonds to sell or liquidate the Recovery Securitization Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Securitized Utility Tariff Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Securitized Utility Tariff Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranchesthe Securitized Utility Tariff Bonds; provided provided, that: (a) such direction shall not be in conflict with any rule of applicable law or with this Indenture or the Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral of the Trust Estate shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04Securitized Utility Tariff Bonds; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral Trust Estate pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Securitized Utility Tariff Bonds to sell or liquidate the Recovery Bond Collateral Trust Estate or any portion thereof shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery System Restoration Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery System Restoration Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (bii) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery System Restoration Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery System Restoration Bonds as provided in Section 5.04; (ciii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery System Restoration Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery System Restoration Bonds to sell or liquidate the Recovery System Restoration Bond Collateral shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; series, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve Indenture, nor subject the Indenture Trustee in any to a risk of personal liability in respect of which the trustee has not received indemnification satisfactory to it in its sole discretion against all losses, liabilities and expenses caused by taking or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effectnot taking such action; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and/or security satisfactory to it in its sole discretion against all fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by or that might be caused by taking or not taking such action. Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Global Security, the Trustee may establish a record date for determining Holders of outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, howeverthat unless such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, thatsuch direction shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant to the Indenture Trustee’s duties provisions to the preceding sentence, in which event a new record date shall be subject established pursuant to the provisions of this Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilities5.12.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery System Restoration Bonds of an affected Tranche or Tranches shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery System Restoration Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (bii) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery System Restoration Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery System Restoration Bonds as provided in Section 5.04; (ciii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery System Restoration Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery System Restoration Bonds to sell or liquidate the Recovery System Restoration Bond Collateral shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Securitized Utility Tariff Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Securitized Utility Tariff Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranchesthe Securitized Utility Tariff Bonds; provided provided, that: (a) such direction shall not be in conflict with any rule of applicable law or with this Indenture or the Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral of the Trust Estate shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04Securitized Utility Tariff Bonds; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral Trust Estate pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Securitized Utility Tariff Bonds to sell or liquidate the Recovery Bond Collateral Trust Estate or any portion thereof shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expensesexpense, losses loss or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Securitization Bonds of an (or, if less than all tranches are affected, the affected Tranche tranche) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Securitization Bonds of such Tranche tranche or Tranches tranches or exercising any trust or power conferred on the Indenture Trustee with respect to the Securitization Bonds of such Tranche tranche or Tranchestranches; provided provided, that: (a) such direction shall not be in conflict with any rule of applicable law or with this Indenture or the Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral of the Trust Estate shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04Securitization Bonds; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral Trust Estate pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Securitization Bonds to sell or liquidate the Recovery Bond Collateral Trust Estate or any portion thereof shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Phase-In-Recovery Bonds of an affected Tranche or Tranches shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Phase-In-Recovery Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided provided, that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (bii) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Phase-In-Recovery Bond Collateral shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Phase-In-Recovery Bonds as provided in Section 5.04Bonds; (ciii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Phase-In-Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Phase-In-Recovery Bonds to sell or liquidate the Phase-In-Recovery Bond Collateral shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Consumer Rate Relief Bonds of an affected Tranche or Tranches shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Consumer Rate Relief Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided provided, that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (bii) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery CRR Bond Collateral shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04Consumer Rate Relief Bonds; (ciii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery CRR Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Consumer Rate Relief Bonds to sell or liquidate the Recovery CRR Bond Collateral shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; series, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;Indenture, (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction; , and (3) 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 Officers of the Trustee, determine that the proceedings so directed would involve the Trustee in personal liability or be unjustly prejudicial to the Holders not consenting (provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not have an affirmative obligation to determine whether such action is unduly prejudicial to the securityholders not consenting). Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a temporary global Security or a permanent global Security, the Trustee shall establish a record date for determining holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be required at the close of business on the day the Trustee receives such direction. The holders on such record date, or their duly designated proxies, and only such persons, shall be entitled to take join in such direction, whether or not such holders remain holders after such record date, provided that, unless such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further action by any action for holder be cancelled and of no further effect. Nothing in this paragraph shall prevent a holder, or a proxy of a holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which it reasonably believes that it will not has been cancelled pursuant to the proviso to the preceding sentence, in which event a new record date shall be indemnified established pursuant to its satisfaction against any costs, expenses, losses or liabilitiesthe provisions of this Section 5.12.

Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranchesseries; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expenseIndenture; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be and (c) subject to the provisions of Section 6.01, and the Indenture Trustee need 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, determine that the proceeding so directed would be unjustly prejudicial to the Holders not take joining in any action that it determines might such direction or would involve it the Trustee in liability or might materially adversely affect personal liability. Upon receipt by the rights Trustee of any written notice directing the time, method or place of conducting any such proceeding or exercising any such trust or power, with respect to Securities of a series all or part of which is represented by a Global Security, a record date shall be established for determining Holders of Outstanding Securities of such series entitled to join in such notice, which record date shall be at the close of business on the day the Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not consenting such Holders remain Holders after such record date; provided that, unless the Holders of a majority in principal amount of the Outstanding Securities of such series shall have joined in such notice prior to the day which is 90 days after such action. Furthermore record date, such notice shall automatically and without limiting further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new notice identical to a notice which has been canceled pursuant to the foregoingproviso to the preceding sentence, in which event a new record date shall be established pursuant to the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesprovisions of this Section 5.12.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Deferred Fuel Cost Bonds of an (or, if less than all Tranches are affected, the affected Tranche or Tranches) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Deferred Fuel Cost Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture or the Supplemental Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Deferred Fuel Cost Collateral shall be by the Holders representing the applicable percentage 100 percent of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04Deferred Fuel Cost Bonds; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Deferred Fuel Cost Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Deferred Fuel Cost Bonds to sell or liquidate the Recovery Bond Deferred Fuel Cost Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore Furthermore, and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any cost, fee, expense (including attorneys’ fees and expenses and court costs), expenseslosses, losses or penalties, damages and/or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Transition Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Transition Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (bii) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Transition Bond Collateral shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04Transition Bonds; (ciii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Transition Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Transition Bonds to sell or liquidate the Recovery Transition Bond Collateral shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Storm Recovery Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Storm Recovery Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (bii) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Storm Recovery Bond Collateral shall be by the Holders representing the applicable percentage not less than 100% of the Outstanding Amount of the Storm Recovery Bonds as provided in Section 5.04Bonds; (ciii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Storm Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent 100% of the Outstanding Amount of the Storm Recovery Bonds to sell or liquidate the Storm Recovery Bond Collateral shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Nuclear Asset-Recovery Bonds of an all Series (or, if less than all Series or WALs are affected, the affected Tranche Series or WAL or WALs) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Nuclear Asset-Recovery Bonds of such Tranche Series or Tranches WAL or WALs or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche Series or TranchesWAL or WALs; provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture or any Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Series Collateral shall be by the Holders representing the applicable percentage 100 percent of the Outstanding Amount of the Nuclear Asset-Recovery Bonds as provided in Section 5.04the affected Series; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Series Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Nuclear Asset-Recovery Bonds of the affected Series to sell or liquidate the Recovery Bond Series Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Securitization Bonds of an (or, if less than all Tranches are affected, the affected Tranche or Tranches) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Securitization Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture or the Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Securitization Bond Collateral shall be by the Holders representing the applicable percentage one hundred (100) percent of the Outstanding Amount of the Recovery Securitization Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Securitization Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 one hundred (100) percent of the Outstanding Amount of the Recovery Securitization Bonds to sell or liquidate the Recovery Securitization Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Rate Stabilization Bonds of an affected Series or Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Rate Stabilization Bonds of such Series or Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Series or Tranche or Tranches; provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (bii) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Series Rate Stabilization Bond Collateral shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Recovery Rate Stabilization Bonds as provided in Section 5.04of the affected Series; (ciii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Series Rate Stabilization Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Rate Stabilization Bonds of all Series to sell or liquidate the Recovery Series Rate Stabilization Bond Collateral shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Bonds of an affected Tranche shall have the right to direct the timeTHE HOLDERS OF NOT LESS THAN A MAJORITY OF THE OUTSTANDING AMOUNT OF THE STORM RECOVERY BONDS SHALL HAVE THE RIGHT TO DIRECT THE TIME, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or TranchesMETHOD AND PLACE OF CONDUCTING ANY PROCEEDING FOR ANY REMEDY AVAILABLE TO THE INDENTURE TRUSTEE WITH RESPECT TO THE STORM RECOVERY BONDS OR EXERCISING ANY TRUST OR POWER CONFERRED ON THE INDENTURE TRUSTEE WITH RESPECT TO THE STORM RECOVERY BONDS; provided thatPROVIDED THAT: (ai) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (bii) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Storm Recovery Bond Collateral shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Storm Recovery Bonds as provided in Section 5.04Bonds; (ciii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Storm Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Storm Recovery Bonds to sell or liquidate the Storm Recovery Bond Collateral shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Securities of each Series affected (with each Series treated as a separate class) at the time Outstanding Amount of the Recovery Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the Securities of such Tranche or TranchesSeries by this Indenture; provided that: (a) provided, that such direction shall not be otherwise than in conflict accordance with law and the provisions of this Indenture; provided, further, that (subject to the provisions of Section 6.1 and Section 6.2 hereof) the Trustee shall have the right to decline to follow any rule such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken, if the Trustee in good faith by its board of law directors, its executive committee or with this Indenture and a trust committee of directors or Responsible Officers of the Trustee shall not determine that the action or proceedings so directed would involve the Indenture Trustee in any personal liability or expense; if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of all Series so affected not joining in the giving of such direction, it being understood that (b) subject to other conditions specified in Section 5.04, any direction 6.1 and Section 6.2 hereof) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. In the Indenture event the Trustee to sell receives inconsistent or liquidate any Recovery Bond Collateral shall be by the conflicting directions from Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to this Section 5.055.9 from two or more groups of Holders, then any direction to the Indenture Trustee by Holders each representing less than 100 percent a majority in aggregate principal amount of the Outstanding Amount Securities of each Series affected at the time Outstanding, the Trustee, in its sole discretion, may determine what action or proceeding, if any, to take. The Trustee shall be fully indemnified for refraining from acting in the absence of such direction or directions by Holders. Nothing in this Indenture shall impair the right of the Recovery Bonds Trustee in its discretion to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that and which is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability direction or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesdirections by Holders.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Storm Recovery Bonds of an (or, if less than all tranches are affected, the affected Tranche tranche) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Storm Recovery Bonds of such Tranche tranche or Tranches tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche tranche or Tranchestranches; provided provided, that: (a) such direction shall not be in conflict with any rule of applicable law or with this Indenture or the Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral of the Trust Estate shall be by the Holders representing the applicable percentage 100 percent of the Outstanding Amount of the Storm Recovery Bonds as provided in Section 5.04Bonds; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral Trust Estate pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Storm Recovery Bonds to sell or liquidate the Recovery Bond Collateral Trust Estate or any portion thereof shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expensesexpense, losses loss or liabilities.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Amount Securities of the Recovery Bonds of an any affected Tranche series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranchesseries; provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;Indenture, (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction; provided, (3) such Holders shall have offered to the Trustee such reasonable indemnity as it may require against costs, howeverexpenses and liabilities to be incurred therein or thereby, thatand (4) subject to the provisions of Section 601, the Indenture Trustee shall have the right to decline to follow any such direction if (a) the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee’s duties , determine that the proceeding so directed would involve the Trustee in personal liability, (b) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken, or (c) the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all affected series not joining in the giving of said direction, it being understood that (subject to Section 6.01601) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. If an Event of Default is continuing with respect to all Outstanding Securities, the Holders of a majority in principal amount of all the Outstanding Securities, considered as one class, shall have the right to make such direction, and not the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights Holders of Securities of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesone series.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Investment Recovery Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Investment Recovery Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranchesthe Investment Recovery Bonds; provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (bii) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Investment Recovery Bond Collateral shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Investment Recovery Bonds as provided in Section 5.04Bonds; (ciii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Investment Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Investment Recovery Bonds to sell or liquidate the Investment Recovery Bond Collateral shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Storm Recovery Bonds of an (or, if less than all tranches are affected, the affected Tranche tranche) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Storm Recovery Bonds of such Tranche tranche or Tranches tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche tranche or Tranchestranches; provided provided, that: (a) such direction shall not be in conflict with any rule of applicable law or with this Indenture or the Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral of the Trust Estate shall be by the Holders representing the applicable percentage 100 percent of the Outstanding Amount of the Storm Recovery Bonds as provided in Section 5.04Bonds; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral Trust Estate pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Storm Recovery Bonds to sell or liquidate the Recovery Bond Collateral Trust Estate or any portion thereof shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Transition Bonds of an affected Series or Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Transition Bonds of such Series or Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Series or Tranche or Tranches; provided that: (a) : such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (b) ; subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Series Transition Bond Collateral shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Recovery Transition Bonds as provided in Section 5.04; (c) of the affected Series; if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Series Transition Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Transition Bonds of all Series to sell or liquidate the Recovery Series Transition Bond Collateral shall be of no force and effect; and (d) the andthe Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s 's duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Amount Securities of all series affected (with all such series voting as a single class) (and, in the case of any series of Securities held as trust assets of a Ford Motor Company Capital Trust and with respect to which a Security Exchange has not theretofore occurred, such consent of holders of the Recovery Bonds Preferred Securities and the Common Securities of an affected Tranche such Ford Motor Company Capital Trust as may be required under the Declaration of Trust of such Ford Motor Company Capital Trust) at the time Outstanding shall have the right to direct the time, method method, and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the Securities of such Tranche or Tranchesseries by this Indenture; provided that: (a) that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture and provided further that (subject to the provisions of Section 6.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in any personal liability or expense; if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (b) subject to other conditions specified Section 6.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. Nothing in Section 5.04, any direction to this Indenture shall impair the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage right of the Outstanding Amount of the Recovery Bonds as provided Trustee in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects its discretion to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that and which is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability direction or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesdirections by Holders.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Rate Reduction Bonds of an affected Tranche or Tranches shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Rate Reduction Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve or the Indenture Trustee in any personal liability or expenseSeries Supplement; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond RRB Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided Holders set forth in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond RRB Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Rate Reduction Bonds to sell or liquidate the Recovery Bond RRB Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, action (it being understood that the Indenture Trustee shall does not be required have an affirmative duty to take any action for which it reasonably believes that it will ascertain whether or not be indemnified such actions or forbearances are unduly prejudicial to its satisfaction against any costs, expenses, losses or liabilitiessuch Holders).

Control by Holders. The Majority in Interest of Holders of not less than a majority of the Outstanding Amount of the Recovery Bonds of an affected Tranche shall have the right to direct the Indenture Trustee as to the time, method method, and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches under this Indenture, or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranchesby this Indenture; provided that: (a) that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.06 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of Section 9.02 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to if the Indenture Trustee in good faith shall so determine that the actions or forbearance specified in or pursuant to sell or liquidate any Recovery Bond Collateral such direction shall be by unduly prejudicial to the interests of Holders representing not joining in the applicable percentage giving of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; said direction, it being understood that (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant subject to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d9.02 hereof) the Indenture Trustee may shall have no duty to ascertain whether or not such actions or forbearance are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any other action deemed proper by the Indenture Trustee that and which is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and direction by the Indenture Trustee need not take any action that it determines might involve it Majority in liability or might materially adversely affect the rights Interest of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesHolders.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Transition Bonds of an affected Series or Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Transition Bonds of such Series or Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Series or Tranche or Tranches; provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (bii) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Series Transition Bond Collateral shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Recovery Transition Bonds as provided in Section 5.04of the affected Series; (ciii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Series Transition Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Transition Bonds of all Series to sell or liquidate the Recovery Series Transition Bond Collateral shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Majority in Interest of Holders of not less than a majority of the Outstanding Amount of the Recovery Bonds of an affected Tranche shall ------------------ have the right to direct the Indenture Trustee as to the time, method method, and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches under this Indenture, or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranchesby this Indenture; provided that: (a) that such direction shall not be -------- otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.06 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of -------- Section 9.02 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to if the Indenture Trustee in good faith shall so determine that the actions or forbearance specified in or pursuant to sell or liquidate any Recovery Bond Collateral such direction shall be by unduly prejudicial to the interests of Holders representing not joining in the applicable percentage giving of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; said direction, it being understood that (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant subject to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d9.02 hereof) the Indenture Trustee may shall have no duty to ascertain whether or not such actions or forbearance are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any other action deemed proper by the Indenture Trustee that and which is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and direction by the Indenture Trustee need not take any action that it determines might involve it Majority in liability or might materially adversely affect the rights Interest of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesHolders.

Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; series, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;Indenture, (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction, and (3) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction shall be unduly prejudicial to the interests of holders of the Securities of the series not joining in the giving of said direction, it being understood that (subject to Section 601) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such holders. Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Book-Entry Security, the Trustee shall establish a record date for determining Holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, however, that, that unless such majority in principal amount shall have been obtained prior to the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for day which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilities.is 90 days after

Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; series, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;Indenture, (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction, and (3) subject to the provisions of Section 601, 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, 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. Upon receipt by the Trustee of any written notice by the requisite number of Holders directing the time, method or place of conducting any such proceeding or exercising any such trust or power, with respect to Securities of a series all or part of which is represented by a Global Security, a record date shall be established for determining Holders of Outstanding Securities of such series entitled to join in such notice, which record date shall be at the close of business on the day the Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, however, that, unless the Indenture Trustee’s duties Holders of a majority in principal amount of the Outstanding Securities of such series shall have joined in such notice prior to the day which is 90 days after such record date, such notice shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new notice identical to a notice which has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be subject established pursuant to the provisions of this Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilities512.

Control by Holders. (a) The Holders of not less than a majority in aggregate principal amount of the Outstanding Amount of Debentures at the Recovery Bonds of an affected Tranche time Outstanding, determined in accordance with Section 8.04, shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any right, trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranchesthe Debentures (including, without limitation, with respect to the provisions of Section 6.01 hereof); provided that: provided, however, that (ai) such direction shall not be in conflict with any rule of law or with this Indenture; and (ii) subject to the provisions of Section 7.01, the Indenture and Trustee shall not have the right to decline to follow any such direction if the Indenture Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Indenture Trustee, determine that the proceeding so directed would involve the Indenture Trustee in any personal liability or expense;might be unduly prejudicial to the Holders not involved in the proceeding. The Holders of a majority in aggregate principal amount of the Debentures (or holders of a majority of the Preferred Securities, if so permitted) at the time Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf of the Holders of all of the Debentures waive any past Default in the performance of any of the covenants contained herein and its consequences, except that a waiver of a Default in the payment of the principal or interest on, any of the Debentures as and when the same shall become due by the terms thereof otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal has been deposited with the Indenture Trustee (in accordance with Section 6.01(d)) shall require the consent of each affected Holder. Upon any such waiver, the Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Indenture Trustee and the Holders of the Debentures shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. In the event the Holders of the Debentures fail to annul any declaration and waive the Default, the holders of the majority of the aggregate liquidation amount of the Preferred Securities shall have the right to waive any past Default in the performance of any of the covenants contained herein and its consequences to the extent such right is vested in the Holders of the Debentures under this Section 6.06(a). (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied The Company and the Indenture Trustee elects to retain the Recovery Bond Collateral acknowledge that pursuant to Section 5.05the Declaration, then any direction the holders of Preferred Securities are entitled, in the circumstances and subject to the Indenture Trustee by Holders representing less than 100 percent limitations set forth therein, to commence a direct action as creditors with respect to any Event of Default under the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, thatIndenture, the Indenture Trustee’s duties shall be subject to Section 6.01, and Debentures or the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesPreferred Securities Guarantee.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Amount of the Recovery Bonds of an affected Tranche KDSM Senior Debentures shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve or expose the Indenture Trustee in any to personal liability or expense;liability; and (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction; provided, however, that. Section 513. Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding KDSM Senior Debentures (or if the Trust holds a majority of the aggregate principal amount of the KDSM Senior Debentures, the Indenture Property Trustee on behalf of a majority in aggregate Liquidation Value of Outstanding Preferred Securities) may on behalf of the Holders of all the KDSM Senior Debentures waive any past Default hereunder and its consequences, except a Default (a) in the payment of the principal of, premium, if any, or interest (including Additional Interests or Penalty Interest) on any KDSM Senior Debenture (unless such Default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration and any Additional Interest or Penalty Interest has been deposited with the Trustee’s duties ); or (b) in respect of a covenant or a provision hereof which under Article Nine cannot be modified or amended without the consent of each Holder of the Outstanding Securities affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be subject deemed to Section 6.01have been cured, and the Indenture Trustee need not take for every purpose of this Indenture; but no such waiver shall extend to any action that it determines might involve it in liability subsequent or might materially adversely affect the rights of other Default or impair any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesright consequent thereon.

Control by Holders. The (a) Subject to Section 4.9(c) and Section 5.2(iv), the Holders of not less than a majority Majority in aggregate principal amount Outstanding of the Outstanding Amount Debt Securities of the Recovery Bonds of an affected Tranche any Series shall have the right to direct the time, method method, and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Trustee by this Indenture Trustee with respect to the Debt Securities of such Tranche or Tranches; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;Series. (b) subject Subject to other conditions specified Section 4.9(c) and Section 5.2(iv), the Holders of a Majority in Section 5.04, aggregate principal amount Outstanding of the Debt Securities of any direction Series shall have the right to direct and approve the Indenture Trustee to sell settlement or liquidate compromise of any Recovery Bond Collateral shall be legal proceeding for the enforcement of the Debt Securities of that Series commenced by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04;Trustee. (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral Any direction pursuant to Section 5.054.9(a) or (b) shall only be in accordance with law and the provisions of this Indenture, then any direction and (subject to the Indenture provisions of Section 5.1 and Section 5.2(iv)) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by Holders representing less than 100 percent counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction shall be unduly prejudicial to the interests of the Outstanding Amount Holders of Debt Securities of that Series that did not join in the giving of said direction, it being understood that, subject to Section 5.1, the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Recovery Bonds Trustee at its discretion to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that and which is not inconsistent with such direction; provided, however, that, direction by the Indenture Trustee’s duties shall Holders of the Debt Securities with respect to which such action is to be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiestaken.

Control by Holders. (a) The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; series, provided that: (a) such that the Trustee may refuse to following any direction shall not be that is in conflict with any rule of law or with this Indenture and shall not involve Indenture, subjects the Indenture Trustee in any to a risk of personal liability in respect of which the Trustee has not received indemnification or expense; (b) subject security satisfactory to other conditions specified it, or that the Trustee determines in Section 5.04, any direction good faith may be unduly prejudicial to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by rights of Holders not joining in the Holders representing the applicable percentage giving of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, thatthat the Trustee may take any other action it deems proper that is not inconsistent with any such direction. (b) Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Global Security, the Indenture Trustee’s duties record date for determining Holders of outstanding Securities of such series entitled to join in such direction shall be subject to Section 6.01the day the Trustee receives such direction, or, if such receipt occurs after the close of business or on a day that is not a Business Day, the next succeeding Business Day, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, that unless such majority in principal amount shall have been obtained prior to the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to day which is 90 days after such action. Furthermore record date, such direction shall automatically and without limiting further action by any Holder be canceled and of no further effect. The Trustee may conclusively rely on any representation by the foregoingHolders delivering such direction that such Holders constitute the requisite percentage to deliver such direction. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant to the Indenture Trustee provisions to the preceding sentence, in which event a new record date shall not be required established pursuant to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesthe provisions of this Section 7.12.

Control by Holders. The (a) Subject to Section 5.9(c) and Section 6.2(iv), the Holders of not less than a majority Majority in aggregate principal amount Outstanding of the Outstanding Amount Debt Securities of the Recovery Bonds of an affected Tranche any Series shall have the right to direct the time, method method, and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Trustee by this Indenture Trustee with respect to the Debt Securities of such Tranche or Tranches; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;Series. (b) subject Subject to other conditions specified Section 5.9(c) and Section 6.2(iv), the Holders of a Majority in Section 5.04, aggregate principal amount Outstanding of the Debt Securities of any direction Series shall have the right to direct and approve the Indenture Trustee to sell settlement or liquidate compromise of any Recovery Bond Collateral shall be legal proceeding for the enforcement of the Debt Securities of that Series commenced by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04;Trustee. (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral Any direction pursuant to Section 5.055.9(a) or (b) shall only be in accordance with law and the provisions of this Indenture, then any direction and (subject to the Indenture provisions of Section 5.1 and Section 6.2(iv)) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by Holders representing less than 100 percent counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction shall be unduly prejudicial to the interests of the Outstanding Amount Holders of Debt Securities of that Series that did not join in the giving of said direction, it being understood that, subject to Section 6.1, the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Recovery Bonds Trustee at its discretion to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that and which is not inconsistent with such direction; provided, however, that, direction by the Indenture Trustee’s duties shall Holders of the Debt Securities with respect to which such action is to be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiestaken.

Control by Holders. a) The Holders of not less than a majority in principal amount of the Outstanding Amount of the Recovery Bonds of an affected Tranche Notes shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to such Tranche or Tranches; the Notes, provided that:, (a1) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Indenture, nor subject the Trustee in any to a risk of personal liability in respect of which the Trustee has not received indemnification satisfactory to it in its sole discretion against all losses, liabilities and expenses caused by taking or expense; (b) subject to other conditions specified in Section 5.04not taking such action, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction. b) Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and/or security satisfactory to it in its sole discretion against all fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by or that might be caused by taking or not taking such action. c) Upon receipt by the Trustee of any such direction with respect to Notes all or part of which is represented by a Global Security, the Trustee may establish a record date for determining Holders of Outstanding Notes entitled to join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, howeverthat unless such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, thatsuch direction shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant to the Indenture Trustee’s duties provisions to the preceding sentence, in which event a new record date shall be subject established pursuant to the provisions of this Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilities512.

Control by Holders. The Holders (which term shall include, for purposes of not less than voting or any other request, demand, authorization, direction, notice, consent, waiver or other action to be taken pursuant to this Section 5.10 or any other provision hereof, any owner of a beneficial interest in a Global Note pursuant to the rules and procedures of the Depositary with respect to any transfer or exchange of or for beneficial interests in any Global Note) of a majority in aggregate principal amount of the Notes at the time Outstanding Amount of shall, subject to the Recovery Bonds of an affected Tranche shall Common Agreement and the Intercreditor Agreement, have the right to direct the time, method method, and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Note Trustee, or exercising any trust or power conferred on the Indenture Note Trustee with respect to such Tranche or Tranchesthe Notes by this Indenture; provided that: (a) that such direction shall not be otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture and provided further that (subject to the provisions of Section 4.1 hereof) the Note Trustee shall have the right to decline to follow any such direction if the Note Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Note Trustee in good faith by action of its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Note Trustee shall determine that the action or proceedings so directed would involve the Indenture Note Trustee in any personal liability or expense; if the Note Trustee in good faith shall so determine that the actions or forbearance specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders not joining in the giving of said direction, it being understood that (b) subject to other conditions specified in Section 5.044.1 hereof) the Note Trustee shall have no duty to ascertain whether or not such actions or forbearance are unduly prejudicial to such Holders. Notwithstanding the foregoing, with respect to any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be action taken by the Holders representing the applicable percentage (including with respect to consultations, polls and voting conducted under or in respect of the Outstanding Amount Common Agreement and the Intercreditor Agreement), the Note Trustee shall vote, for the purposes of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied Common Agreement and the Indenture Trustee elects Intercreditor Agreement, both for and against such action, the actual amount of Notes Outstanding that voted for or against such action, and shall exercise any vote with respect to retain the Recovery Bond Collateral pursuant Notes Outstanding that have not so voted in accordance with the votes of the majority of the actual amount of Notes Outstanding that have voted. Subject to Section 5.055.8 hereof, then any direction to nothing in this Indenture shall impair the Indenture Trustee by Holders representing less than 100 percent right of the Outstanding Amount of the Recovery Bonds Note Trustee in its discretion to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Note Trustee that and which is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability direction or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesdirections by Holders.

Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; series, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;Indenture, (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction, and (3) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction shall be unduly prejudicial to the interests of holders of the Securities of the series not joining in the giving of said direction, it being understood that (subject to Section 601) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such holders. Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Book-Entry Security, the Trustee shall establish a record date for determining Holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, howeverthat unless such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, thatsuch direction shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, (i) after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant to the Indenture Trustee’s duties provisions to the preceding sentence or (ii) during any such 90-day period, a new direction contrary to or different from such direction, in either of which events a new record date shall be subject established pursuant to the provisions of this Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilities512.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Texas Stabilization N Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Texas Stabilization N Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Texas Stabilization N Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Texas Stabilization N Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Texas Stabilization N Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 one-hundred percent (100%) of the Outstanding Amount of the Recovery Texas Stabilization N Bonds to sell or liquidate the Recovery Texas Stabilization N Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s 's duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore Furthermore, and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority of the CVRs at the time Outstanding Amount of the Recovery Bonds of an affected Tranche shall have the right to direct the time, method method, and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranchesthe CVRs by this Agreement; provided that: (a) that such direction shall not be otherwise than in conflict accordance with law and the provisions of this Agreement; and provided further that (subject to the provisions of Section 4.1) the Trustee shall have the right to decline to follow any rule such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of law directors, the executive committee, or with this Indenture and a trust committee of directors or Responsible Officers of the Trustee shall not determine that the action or proceedings so directed would involve the Indenture Trustee in any personal liability or expense; if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the CVRs not joining in the giving of said direction, it being understood that (b) subject to other conditions specified Section 4.1) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in Section 5.04, any direction to this Agreement shall impair the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage right of the Outstanding Amount of the Recovery Bonds as provided Trustee in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects its discretion to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that and which is not inconsistent with such direction; provideddirection or directions by Holders. The Holders of a majority of the CVRs at the time Outstanding by written notice to the Trustee may on behalf of the Holders of all of the CVRs waive an existing default and its consequences hereunder, howeverexcept a continuing default in the payment of the CVR Payment or interest on the CVRs. Upon any such waiver, thatsuch default shall cease to exist, the Indenture Trustee’s duties and any default arising therefrom shall be subject deemed to Section 6.01, and the Indenture Trustee need not take have been cured for every purpose of this Indenture; but no such waiver shall extend to any action that it determines might involve it in liability subsequent or might materially adversely affect the rights of other default or impair any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesright consequent thereon.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or TranchesTrustee; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilities.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Transition Bonds of an affected Tranche or Tranches shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Transition Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that: (a) : such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (b) ; subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Transition Bond Collateral shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) Transition Bonds; if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Transition Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Transition Bonds to sell or liquidate the Recovery Transition Bond Collateral shall be of no force and effect; and (d) and the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s 's duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The (a) Subject to Section 4.8(c), the Holders of not less than a majority Majority in aggregate principal amount Outstanding of the Outstanding Amount Debt Securities of the Recovery Bonds of an affected Tranche any Series shall have the right to direct the time, method method, and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Trustee by this Indenture Trustee with respect to the Debt Securities of such Tranche or Tranches; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;Series. (b) subject Subject to other conditions specified Section 4.8(c), the Holders of more than 75% in Section 5.04, aggregate principal amount Outstanding of the Debt Securities of any direction Series shall have the right to direct and approve the Indenture Trustee to sell settlement or liquidate compromise of any Recovery Bond Collateral shall be legal proceeding for the enforcement of the Debt Securities of that Series commenced by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04;Trustee. (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral Any direction pursuant to Section 5.054.8(a) or (b) shall only be in accordance with law and the provisions of this Indenture, then any direction and (subject to the Indenture provisions of Section 5.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by Holders representing less than 100 percent counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by decision of its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Outstanding Amount Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction shall be unduly prejudicial to the interests of the Recovery Bonds Holders of Debt Securities of that Series that did not join in the giving of said direction, it being understood that, subject to sell Section 5.1, the Trustee shall have no duty to ascertain whether or liquidate not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the Recovery Bond Collateral shall be right of no force and effect; and (d) the Indenture Trustee may at its discretion to take any other action deemed proper by the Indenture Trustee that and which is not inconsistent with such direction; provided, however, that, direction by the Indenture Trustee’s duties shall Holders of the Debt Securities with respect to which such action is to be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiestaken.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Recovery Transition Bonds of an affected Tranche or Tranches shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Transition Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense; (bii) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Transition Bond Collateral shall be by the Holders representing the applicable percentage not less than 100 percent of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04Transition Bonds; (ciii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Transition Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Transition Bonds to sell or liquidate the Recovery Transition Bond Collateral shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expenses, losses expense or liabilities.

Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; series, provided that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;Indenture, (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction; , and (3) 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 that the proceedings so directed would involve the Trustee in personal liability or be unjustly prejudicial to the Holders not consenting (provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not have an affirmative obligation to determine whether such action is unduly prejudicial to the securityholders not consenting). Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a temporary Global Security or a permanent Global Security, the Trustee shall establish a record date for determining holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be required at the close of business on the day the Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such persons, shall be entitled to take join in such direction, whether or not such Holders remain Holders after such record date, provided that, unless such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further action by any action for Holder be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which it reasonably believes that it will not has been cancelled pursuant to the proviso to the preceding sentence, in which event a new record date shall be indemnified established pursuant to its satisfaction against any costs, expenses, losses or liabilitiesthe provisions of this Section 5.12.

Control by Holders. The Holders (a) Subject to Section 3.6(b), if an Actionable Default shall have occurred and be continuing and if the Second Lien Collateral Trustee shall have received a Notice of not less than a majority Actionable Default with respect thereto, and subject to the provisions of the Outstanding Amount of Intercreditor Agreement, the Recovery Bonds of an affected Tranche Majority Holders shall have the right right, by an instrument in writing executed and delivered to the Second Lien Collateral Trustee, to direct the time, method and place of conducting any Proceeding proceeding for any right or remedy available to the Indenture Trustee with respect to the Recovery Bonds Second Lien Collateral Trustee, or of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche Second Lien Collateral Trustee, or Tranches; provided that:for the appointment of a receiver, or for the taking of any action authorized by Section 3. (ab) such direction The Second Lien Collateral Trustee shall not follow any written directions received pursuant to Section 3.6(a) to the extent such written directions are known by the Second Lien Collateral Trustee to be in conflict with any rule provisions of law or with this Indenture and the Intercreditor Agreement or if the Second Lien Collateral Trustee shall not involve have received from independent counsel an unqualified opinion to the effect that following such written directions would result in a breach of a provision or covenant contained in the Indenture Trustee in any personal or impose individual liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to on the Indenture Trustee to sell or liquidate any Recovery Bond Second Lien Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04;Trustee. (c) if Nothing in this Section 3.6 shall impair the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent right of the Outstanding Amount of the Recovery Bonds Second Lien Collateral Trustee in its discretion to sell take or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may omit to take any other action deemed proper by the Indenture Second Lien Collateral Trustee that and which action or omission is not inconsistent with such directionthe direction of the Holders entitled to direct the Second Lien Collateral Trustee pursuant to this Section 3.6; provided, however, that, that the Indenture Trustee’s duties Second Lien Collateral Trustee shall not be subject under any obligation to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability is discretionary with the Second Lien Collateral Trustee under the provisions hereof or might materially adversely affect the rights of under any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesSecond Lien Collateral Document.

Control by Holders. The Majority in Interest of Holders of not less than a majority of the Outstanding Amount of the Recovery Bonds of an affected Tranche ------------------ shall have the right to direct the Indenture Trustee as to the time, method method, and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches under this Indenture, or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranchesby this Indenture; provided that: (a) that such direction shall not be -------- otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.06 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of -------- Section 9.02 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to if the Indenture Trustee in good faith shall so determine that the actions or forbearance specified in or pursuant to sell or liquidate any Recovery Bond Collateral such direction shall be by unduly prejudicial to the interests of Holders representing not joining in the applicable percentage giving of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; said direction, it being understood that (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant subject to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d9.02 hereof) the Indenture Trustee may shall have no duty to ascertain whether or not such actions or forbearance are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any other action deemed proper by the Indenture Trustee that and which is not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and direction by the Indenture Trustee need not take any action that it determines might involve it Majority in liability or might materially adversely affect the rights Interest of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesHolders.

Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Storm Recovery Bonds of an affected Tranche shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Storm Recovery Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or TranchesTrustee; provided provided, that: (a) such direction shall not be in conflict with any rule of applicable law or with this Indenture or the Series Supplement and shall not involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral of the Trust Estate shall be by the Holders representing the applicable percentage 100 percent of the Outstanding Amount of the Storm Recovery Bonds as provided in Section 5.04Bonds; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral Trust Estate pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Storm Recovery Bonds to sell or liquidate the Recovery Bond Collateral Trust Estate or any portion thereof shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, that the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costscost, expensesexpense, losses loss or liabilities.

Control by Holders. The Majority in Interest of Holders of not less than a majority of the Outstanding Amount of the Recovery Bonds of an affected Tranche ------------------ shall have the right to direct the Indenture Trustee as to the time, method method, and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches under this Indenture, or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranchesby this Indenture; provided that: (a) that such direction shall not be -------- otherwise than in conflict accordance with any rule law and the provisions of law or with this Indenture and the Indenture Trustee shall have received, to the extent provided in Sections 7.06 and 9.03 and Article XI hereof, such reasonable indemnification as it may require against the costs, expenses and liabilities to be incurred by the Indenture Trustee; and provided further that (subject to the provisions of -------- Section 9.02 hereof) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to if the Indenture Trustee in good faith shall so determine that the actions or forbearance specified in or pursuant to sell or liquidate any Recovery Bond Collateral such direction shall be by unduly prejudicial to the interests of Holders representing not joining in the applicable percentage giving of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; said direction, it being understood that (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant subject to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d9.02 hereof) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is shall have no duty to ascertain whether or not inconsistent with such direction; provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability actions or might materially adversely affect the rights of any Holders not consenting forbearance are unduly prejudicial to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilitiesHolders.

Control by Holders. (a) The Holders of not less than a majority in principal amount of the Outstanding Amount Securities of the Recovery Bonds of an affected Tranche any series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to the Securities of such Tranche or Tranches; series, provided that:, (a1) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve Indenture, nor subject the Indenture Trustee in any to a risk of personal liability in respect of which the Trustee has not received indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or expense; (b) subject to other conditions specified in Section 5.04not taking such action, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d2) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction. (b) Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and/or security satisfactory to it in its sole discretion against all fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by or that might be caused by taking or not taking such action. (c) Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Global Security, the Trustee shall establish a record date for determining Holders of outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, howeverthat unless such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, thatsuch direction shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant to the Indenture Trustee’s duties provisions to the preceding sentence, in which event a new record date shall be subject established pursuant to the provisions of this Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any costs, expenses, losses or liabilities5.12.

Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Amount of the Recovery Bonds of an affected Tranche Convert ible Debentures shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or TranchesTrustee; provided provided, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;Indenture; and (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction. SECTION 1013. Waiver of Past Defaults. Subject to Section 902 hereof, the Holders of not less than a majority in principal amount of the Outstanding Convertible Debentures may on behalf of the Holders of all the Convertible Debentures waive any past default hereunder and its consequences, except a default (a) in the payment of the principal of, premium, if any, or interest (including Additional Payments, if any) on any Convertible Debenture (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee); or (b) in respect of a covenant or provision hereof that under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security affected; provided, however, thatthat if the Convertible Debentures are held by the Trust or a trustee of the Trust, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee waiver shall not be required effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to take any action for which it reasonably believes such waiver; provided, further, that it will if the consent of the Holder of each outstanding Convertible Debenture is required, such waiver shall not be indemnified effective until each holder of the Trust Securities shall have consented to its satisfaction against such waiver. Upon any costssuch waiver, expensessuch default shall cease to exist, losses and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or liabilitiesother default or impair any right consequent thereon.

Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Amount of the Recovery Bonds of an affected Tranche Offered Securities then Outstanding, shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Recovery Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Offered Securities. The Trustee in any personal liability or expense; (b) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Recovery Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the Recovery Bonds as provided in Section 5.04; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the Recovery Bonds to sell or liquidate the Recovery Bond Collateral shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; providedmay, however, that, refuse to follow any direction that conflicts with law or the Indenture Trustee’s duties shall be subject or that the Trustee determines is unduly prejudicial to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any other Holder of Offered Securities (it being understood that the Trustee does not have any affirmative duty to ascertain whether or not any such directions are unduly prejudicial to any other Holder of Offered Securities) or that would involve the Trustee in personal liability. The Holders of not consenting to less than a majority in aggregate principal amount of the Offered Securities then Outstanding affected thereby, on behalf of the Holders of all Offered Securities, may waive any past Default in the performance of any of the covenants in the Indenture and its consequences, except a Default not theretofore cured (1) in the payment of the principal of, premium, if any, or interest, if any, on, any of the Offered Securities as and when the same shall become due by the terms of such actionOffered Securities otherwise than by acceleration and (2) in respect of a covenant or provision of the Indenture that cannot be modified or amended without the consent of the Holder of each Offered Security. Furthermore and without limiting the foregoingUpon any such waiver, the Indenture Default covered thereby shall cease to exist, and any Event of Default arising therefrom shall be deemed to be cured for every purpose of the Indenture, and the Company, the Trustee and the Holders of the Offered Securities shall not be required restored to take their former positions and rights under the Indenture, respectively; but no such waiver shall extend to any action for which it reasonably believes that it will not be indemnified to its satisfaction against subsequent or other Default or impair any costs, expenses, losses or liabilitiesright consequent thereon.