Common use of Control by Majority Clause in Contracts

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit, including, without limitation, any remedies provided for in Section 6.03. HoweverSubject to Section 7.01, however, the Trustee may refuse to follow any direction that the Trustee reasonably believes conflicts with any law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder, or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, ; and provided further that this provision shall not affect the rights of the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such actionset forth in Section 7.01(d).

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities Notes may direct the time, method and place of 121 conducting any proceeding for exercising any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the Trustee, in respect of the Notes. However, the Trustee may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or this Indenture, the Securities Indenture or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with any such direction. Prior to taking any such action hereunderunder this Indenture, the Trustee shall will be entitled to indemnification or and/or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in outstanding principal amount of the outstanding Securities of such series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee reasonably determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of Holders, by the outstanding Securities Required Consent, may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Securities Trustee in personal liability, unless the Trustee has been provided reasonable indemnity against any loss of expense caused by its following such direction or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is in good faith may be unduly prejudicial to the rights of other Holders or would involve not joining in the Trustee in personal liability; provided, however, that the Trustee giving of such direction and may take any other action deemed it deems proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such actiondirection received from Holders.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 8.01 hereof, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to security or indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities then outstanding Securities may direct the time, time method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the it. The Trustee. However, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders Securityholders or would that may involve the Trustee in personal liabilityliability or for which the Trustee does not have adequate indemnification pursuant to Section 7.01(e); provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.1, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityliability or expense for which the Trustee has not received a satisfactory indemnity therefore; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Subject to the terms of the Security Documents, the Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunderunder this Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Notes then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity reasonably satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount aggregate Accreted Principal Amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly may be prejudicial to the rights of other Holders another Holder or would the Trustee, or that may involve the Trustee in personal liability; providedliability unless the Trustee is offered indemnity satisfactory to it. In addition, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in outstanding principal amount of the outstanding Securities of such series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee reasonably determines is unduly prejudicial to the rights of other Holders or or, in the Trustee’s reasonable opinion, would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee Trustee, as the case may be, may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Notes, or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunderunder this Indenture, the Trustee shall be entitled to indemnification or indemnity, security and/or prefunding satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in ------------------- aggregate principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee by this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any -------- ------- other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it reasonable indemnity against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it reasonable indemnity against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.1, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder (it being understood that the Trustee shall have no duty to make such determination) or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security from the Holders satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount at maturity of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunderunder this Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. HoweverSubject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Securityholder, or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other -------- action deemed proper by the Trustee that which is not inconsistent with such direction. Prior In the event the Trustee takes any action or follows any direction pursuant to taking any such action hereunderthis Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Noteholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The With respect to Securities of any series, the Holders of a majority in principal amount of the outstanding Securities of such series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or that would involve subject the Trustee in to personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. HoweverSubject to Section 7.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Securityholder, or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior In the event the Trustee takes any action or follows any direction pursuant to taking any such action hereunderthis Indenture, the Trustee shall be entitled to reasonable indemnification or security satisfactory to it in its sole discretion against all losses and expenses any loss or expense caused by taking such action or not taking following such actiondirection.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action or following any direction hereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Guarantees, or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunderunder this Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses that might be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount at maturity of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the any series of Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to that series or of exercising any trust or power conferred on the it hereunder with respect to that series. The Trustee. However, the Trustee however, may refuse to follow any direction that conflicts with applicable law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, Indenture that the Trustee determines is may be unduly prejudicial to the rights of other Holders Holders, or would that may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to receive reasonable indemnification or security from such Holders satisfactory to it against all losses and expenses caused by taking or not taking such actionaction subject to the Trustee’s duty to act with the required standard of care during a default.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities Notes (determined in accordance with Section 2.09) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, Trustee under this Indenture; provided that the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Securities Trustee in personal liability, or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is in good faith may be unduly prejudicial to the rights of other Holders or would involve not joining in the Trustee in personal liability; provided, however, that the giving of such direction. The Trustee may take any other action deemed it deems proper by the Trustee that is not inconsistent with such direction. Prior to taking any such direction received from Holders. The Trustee shall not be obligated to take any action hereunder, at the direction of Holders unless such Holders have offered to the Trustee shall be entitled to indemnification security or security indemnity satisfactory to it against all losses and expenses caused by taking or not taking such actionthe Trustee.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; provided, however, that the Trustee may take any other -------- ------- action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture 0000-0000-0000 or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action or following any direction hereunder, the Trustee shall be entitled to reasonable indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Subject to Section 2.9, the Holders of a majority in principal amount of the all outstanding Securities series of Securities, voting as a single class, may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.1, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.1, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security from the Securityholders satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security from such Holders satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the it. The Trustee. However, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders Securityholders or would that may involve the Trustee in personal liabilityliability or for which the Trustee does not have adequate indemnification pursuant to Section 7.01(e); provided, however, provided that the Trustee may take -------- any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is would involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityof Notes; provided, however, that the Trustee may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such directiondirection received for Holders of Notes. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or law, this Indenture, the Securities Indenture or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, Intercreditor Deed or that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or would that may involve the Trustee in personal liability; providedliability or expense, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with any such direction. Prior to taking any such action hereunderunder this Indenture, the Trustee shall be is entitled to indemnification or and/or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in -------------------- aggregate principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other -------- ------- action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it reasonable indemnity against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority -------------------- in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, -------- however, that the Trustee may take any other action deemed proper by the Trustee ------- that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders 42 another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01 hereof, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of all the then outstanding Securities Notes may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit not relating to or arising under such an Event of Default. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders Holders, or would that may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to security or indemnification or security satisfactory to it in its sole discretion from Holders directing the Trustee against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in ------------------------------- principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections Section 7.1 and Section 7.2, that the Trustee determines is unduly ----------- ----------- prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in ------------------- principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee (including in connection with a tender offer or exchange offer for Securities). However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; , provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount at maturity of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action or following any direction hereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 8.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.1, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityliability or expense for which the Trustee has not received a satisfactory indemnity therefore; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security satisfactory to it in its sole discretion against all losses losses, fees and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is in good faith may be unduly prejudicial to the rights of other Holders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or law, this Indenture, the Securities Indenture or the Subsidiary Guarantees Escrow and Disbursement Agreement or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is furnished indemnity satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the Trustee, in respect of the Notes. However, the Trustee may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or this Indenture, the Securities Indenture or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with any such 121 direction. Prior to taking any such action hereunderunder this Indenture, the Trustee shall will be entitled to indemnification or and/or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Subject to the provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Securities may have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the The Trustee may refuse to follow any direction that conflicts with any law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is in good faith may be unduly prejudicial to the rights of other Holders another Holder, or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Notes then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee by this Indenture; provided that such direction shall not be in conflict with any rule of law or with this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Noteholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities of any Series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to that Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder of that Series or that would involve subject the Trustee in to personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security indemnity satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes of a single maturity may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee by this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders another Holder of such Notes or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Collateral Agent or of exercising any trust or power conferred on the TrusteeTrustee or the Collateral Agent. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities Indenture or the Subsidiary Guarantees Notes or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee and the Collateral Agent shall be entitled to indemnification or security satisfactory to it against all losses fees, losses, liabilities and expenses (including attorney’s fees and expenses) that may be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder or would the Trustee, or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; provided, however, that the Trustee may take any other ----------------- action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders holders of a majority in aggregate principal amount of the Notes at the time outstanding Securities determined in accordance with Section 8.04 may direct direct, through their written consent, the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder or would the Trustee or that may involve the Trustee in personal liabilityliability unless the Trustee is offered indemnity satisfactory to it; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority ------------------- in aggregate principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, -------- however, that the Trustee may take any other action deemed proper by the Trustee ------- that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines may determine is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.. 73 66

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security by the Securityholders directing it to act satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in -------------------- aggregate principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the -------- ------- Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it reasonable indemnity against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections SECTIONS 7.1 and AND 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.1, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder (it being understood that the Trustee shall have no duty to make such determination) or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security from the Holders satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Guarantees, or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunderunder this Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses losses, liabilities and expenses that might be caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunderunder this Section 6.05, the Trustee shall be entitled to indemnification or security from the Securityholders satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities of any series then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the it hereunder with respect to such series. The Trustee. However, the Trustee however, may refuse to follow any direction that conflicts with applicable law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, Indenture that the Trustee determines is may be unduly prejudicial to the rights of other Holders Holders, or would that may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to receive reasonable indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such actionaction subject to the Trustee's duty to act with the required standard of care during a default.

Control by Majority. The Holders of a majority in aggregate principal amount at maturity of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it reasonable indemnity against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly may be prejudicial to the rights of other Holders another Holder or would the Trustee, or that may involve the Trustee in personal liability; providedliability unless the Trustee is offered indemnity satisfactory to it. In addition, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of at least a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, it; provided that the Trustee may refuse to follow any direction that (i) conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that (ii) the Trustee determines is may be unduly prejudicial to the rights of other Holders another Securityholder or would (iii) the Trustee determines may involve the Trustee in personal liability; and provided, howeverfurther, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Secured Notes then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities Indenture or the Subsidiary Guarantees Security Agreements or, subject to Sections Section 7.1 and 7.2hereof, that the Trustee determines is may be unduly prejudicial to the rights of other Holders of Secured Notes or would that may involve the Trustee in personal liability; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities may direct the time, method and place of NYDOCS01/1701479.5 conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 8.01 hereof, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to security or indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Guarantees, or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunderunder this Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses losses, liabilities and expenses that might be caused by taking or not taking such action. SECTION 6.6.

Control by Majority. The Except as otherwise provided in the Security Documents, the Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunderunder this Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the Secured Notes then outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities Indenture or the Subsidiary Guarantees Security Agreements or, subject to Sections 7.1 and 7.2Section 7.01 hereof, that the Trustee determines is may be unduly prejudicial to the rights of other Holders of Secured Notes or would that may involve the Trustee in personal liability; provided, however, PROVIDED that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it reasonable indemnity against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. HoweverHow-ever, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunderac-tion under this Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole dis-cretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunderunder this Section, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the Securities outstanding Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder (it being understood that the Trustee shall have no duty to make such determination) or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to reasonable indemnification or security from the Holders satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder or that would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunderunder this Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Securities of such series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders Securityholders or would involve the Trustee in personal liability; providedPROVIDED, howeverHOWEVER, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it reasonable indemnity against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.1, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder (it being understood that the Trustee shall have no duty to make such determination) or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security from the Holders satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities Securities, the Guaranty or the Subsidiary Guarantees Security Documents or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities of any Series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to that Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Securities or the Subsidiary Guarantees Indenture or, subject to Sections 7.1 and 7.2Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder of Securities of that Series or that would involve expose the Trustee in to personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.