Common use of Control by Majority Clause in Contracts

Control by Majority. Subject to Section 7.02(e), the Holders of a majority in aggregate principal amount of the 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 or 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Notes 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 or or, subject to Sections 7.01 and 7.02, 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding Notes may will have the right to direct in writing 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. Howeverit; provided, however that the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or the 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.

Control by Majority. Subject to Section 7.02(eSections 7.01(e), the 7.02(f), 7.02(k) and 7.07, Holders of a majority in aggregate principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee pursuant to this Indenture or of exercising any trust or power conferred on the Trustee pursuant to this Indenture. The Trustee. However, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder of a Note 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.

Control by Majority. Subject to Section 7.02(eSections 7.01(e), the 7.02(f), 7.02(k) and 7.07, Holders of a majority in aggregate principal amount of the then total outstanding 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 or that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder of a Note 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.

Control by Majority. Subject to Section 7.02(e)2.10, the Holders holders of the Notes of not less than a majority in aggregate principal amount of the outstanding 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. HoweverSubject to Section 7.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders another holder of the Notes, 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 which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Notes 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 or or, subject to Sections 8.01 and 8.02, 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.

Control by Majority. Subject to Section 7.02(e), the Holders The holders of a majority in aggregate principal amount of the then outstanding Notes 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 Trusteeit with respect to such series of Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityholders of Notes; provided, howeverfurther, that the Trustee may take any other action deemed proper by the Trustee deems proper that is not inconsistent with such directiondirections.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding Notes may shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that that: (a) such direction shall not be in conflict with any rule of law or with this Indenture or any Note or expose the Trustee to personal liability; and (b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding 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. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, or that the Trustee determines is may be unduly prejudicial to the rights of other 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.

Control by Majority. Subject to Section 7.02(e7.1(i), the Holders of a majority in aggregate principal amount of the then Outstanding 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 or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityIndenture; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Notes 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 or or, subject to Sections 7.01 and 7.02, 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding 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. HoweverSubject to Sections 7.1 and 7.2, however, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that unless the Holders have offered to the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityreasonable indemnity; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the Holders of at least a majority in aggregate principal amount of the outstanding 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 Indenture, that may involve the Trustee in personal liability, or 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 that it deems proper by the Trustee that is not inconsistent with any such directiondirection received from Holders.

Control by Majority. Subject to Section 7.02(e7.02(iv), the Holders of at least a majority in aggregate principal amount of the outstanding 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 Indenture, that may involve the Trustee in personal liability, or that the Trustee determines is in good faith may be unduly prejudicial to the rights of other Holders or would involve of the Trustee Notes not joining in personal liability; providedthe giving of such direction, however, that the Trustee and may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such directiondirection received from Holders of the Notes.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Notes outstanding 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 or or, subject to Section 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the outstanding 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 conflicts with any law or this Indenture or that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Noteholder, 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.

Control by Majority. Subject to Section 7.02(e)8.02(d) of the Base Indenture, the Holders of a majority in aggregate principal amount of the 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 Supplemental Indenture or 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 directionTrustee.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding 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 Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Indenture, that the Trustee determines is unduly prejudicial to the rights of other Holders another Holder of Notes (however the Trustee shall not have any obligation to determine this), or would that may involve the Trustee in personal liability; provided, however, that the . The Trustee may take any other action deemed which it deems proper by the Trustee that is not inconsistent with any such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding 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 Trusteeit. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding 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. HoweverSubject to Sections 7.1 and 7.2, however, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that unless the Holders have offered to the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityreasonable indemnity; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the Holders of a majority in aggregate principal amount of the then Outstanding 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 Trusteeit. HoweverSubject to Sections 7.01 and 7.03, however, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders or would may involve the Trustee in personal liability; provided, however, that subject to the provisions of Section 315 of the TIA, the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 or or, subject to Section 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of not less than a majority in aggregate principal amount of then outstanding Notes have the Notes may 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 Trusteeit. However, the Trustee may refuse to follow any direction that (i) conflicts with law or this Indenture or that Indenture, (ii) the Trustee determines is may be unduly prejudicial to the rights of other Holders or would (iii) may involve the Trustee in personal liability; provided, however, that the . The Trustee may take any other action deemed which it deems proper by the Trustee that which is not inconsistent with any such direction.

Control by Majority. Subject to Section 7.02(e), the Holders of a majority in aggregate principal amount of the then outstanding 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 may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is may be unduly prejudicial to the rights of other Holders not joining in the giving of such direction received from Holders or would that may involve the Trustee in personal liability; provided. Upon receipt of a direction from the Holders pursuant to this Section 6.05, however, that the Trustee may take any other action deemed it deems proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e)2.08, the Holders of a majority in aggregate principal amount of the then outstanding 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 conflicts with any law or this Indenture or Indenture, that the Trustee determines is unduly prejudicial to the rights of other Holders another Holder, or would that may involve the Trustee in personal liability; provided, however, that liability and the Trustee may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such directiondirection received from Holders of the Notes.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding 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 it with respect to the TrusteeNotes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, or that the Trustee determines is may be unduly prejudicial to the rights of other 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate ------------------- principal amount of the Outstanding 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. HoweverSubject to Sections 7.1 ------------ and 7.2, however, the Trustee may refuse to follow any direction that conflicts --- with law or this Indenture or or, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityNoteholders; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of at least a majority in aggregate principal amount of the outstanding Notes 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 such series. HoweverSubject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture Indenture, that may involve the Trustee in personal liability, or that the Trustee determines is in good faith may be unduly prejudicial to the rights of other Holders or would involve of Notes not joining in the Trustee in personal liabilitygiving of such direction received from the Holders of Notes; provided, however, that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e)7.01(e) hereof, the Holders of a majority in aggregate principal amount of all the then outstanding 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. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture or 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 liability and may take any other action deemed proper by the Trustee that is not inconsistent with any such directiondirection received from the Holders.

Control by Majority. Subject to Section 7.02(e), the Holders of a majority in aggregate principal amount of the then outstanding 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 Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is may be unduly prejudicial to the rights of other Holders of Notes or would that may involve the Trustee in personal liability; provided, however, liability (provided that the Trustee may take shall have no affirmative duty to determine whether any direction is prejudicial to any other action deemed proper by the Trustee that is not inconsistent with such directionHolder).

Control by Majority. Subject to Section 7.02(e7.1(i), the Holders of a majority in aggregate principal amount of the Outstanding 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 or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityIndenture; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the Holders of a majority in aggregate principal amount of the Notes 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 Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding Notes may shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that that: (a) such direction shall not be in conflict with any rule of law or with this Indenture or the Escrow Agreement or any Note or expose the Trustee to personal liability; and (b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e)2.9, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes may may, by written notice to the Trustee, 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 or that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder of Notes, 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 which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e)2.11, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes may may, by written notice to the Trustee, 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 or that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder of Notes, 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 which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of exercising any trust or power conferred on the Trustee; provided, however, that such direction does not conflict with the terms of this Indenture. HoweverThe Holders may not enforce the provisions of this Indenture, the Trustee Notes or the Subsidiary Guarantees except as provided in this Indenture. The Trustee, however, may refuse to follow any direction (i) that conflicts with law or this Indenture or that Indenture; (ii) that, subject to Section 6.01, the Trustee determines is unduly prejudicial to the rights of any other Holders Holder of a Note or (iii) 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.

Control by Majority. Subject to Section 7.02(e)2.10, the Holders ------------------- of not less than a majority in aggregate principal amount of the outstanding Notes may may, by written notice to the Trustee, 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 or that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder of Notes, 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 which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e7.01(e), the Holders of a majority in aggregate principal amount of the then outstanding 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 by this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Indenture, that the Trustee determines is may be 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 Trustee by this Indenture. The Trustee. However, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder not taking part in such direction or would involve the Trustee it 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of not less than a majority in aggregate principal amount Principal Amount of the Notes may Securities shall 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. HoweverTrustee with respect to the Notes; provided, however, that (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that Indenture, (ii) subject to Section 7.01, the Trustee determines is unduly prejudicial may refuse to follow any direction that would in the rights good faith judgment of other Holders or would involve the Trustee have a substantial likelihood of involving the Trustee in personal liability; provided, however, that liability and (iii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e7.01(e), the Holders of a majority in aggregate principal amount of the then outstanding 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 Trusteeit. However, the Trustee shall be under no obligation and may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is may be unduly prejudicial to the rights of other Holders of Notes 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the outstanding Senior Subordinated 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. HoweverSubject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or Indenture, 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal Principal amount of the Notes then Outstanding 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 or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Noteholder, 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding Notes may shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the Trustee. However, provided however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, any Note or any Note Guarantee or expose the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal Personal liability; provided, however, that and (b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding Notes may may, on behalf of all Holders, direct the time, method and place of conducting any proceeding for any remedy remedies available to the Trustee or of exercising any trust or power conferred on the Trustee. HoweverSubject to Section 7.1 and Section 7.2, however, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityIndenture; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the outstanding 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 the Indenture or or, subject to Section 8.01, 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may shall 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 Trustee may refuse to follow ; provided that (a) such direction shall not be in conflict with any direction that conflicts with rule of law or with this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders or and would involve not subject the Trustee in to personal liability; provided, however, that and 79 -72- (b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee pursuant to this Indenture or of exercising any trust or power conferred on the TrusteeTrustee pursuant to this Indenture. HoweverSubject to Sections 7.1 and 7.2, however, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; Indenture; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e7.2(g), the Holders of a majority in aggregate principal amount of the then outstanding 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. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder or would involve that involves the Trustee in personal liability; provided, however, that the . The Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the outstanding 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 conflicts with any law or this Indenture or 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding 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 Indenture, the Notes or the Guarantees or, subject to Sections 7.01 and 7.02, that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder of a Note 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Notes then outstanding (including any Additional 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 by this Indenture. The Trustee. However, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Noteholder 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding 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 Trusteeit. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Supplemental Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of at least a majority in aggregate principal amount of the outstanding Notes of any tranche 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 (i) conflicts with law or this Indenture or that Indenture, (ii) the Trustee determines is may be unduly prejudicial to the rights of other Holders or would (iii) may involve the Trustee in personal liability; provided, however, that the . The Trustee may take any other action deemed which it deems proper by the Trustee that which is not inconsistent with any such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding 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. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, or that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may 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.

Control by Majority. Subject to Section 7.02(e)Sections 2.10 and 7.01, the Holders of a majority in aggregate principal prin- cipal amount of the outstanding Notes may have the right to 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 by this Indenture. The Trustee. However, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is de- termines may be unduly prejudicial to the rights of other Holders or would involve another Holder not taking part in such di- rection, and the Trustee in personal liability; provided, however, shall have the right to decline to follow any such direction (it being understood that the Trustee may take any other action deemed proper by the Trustee that is does not inconsistent with such direction.have an affirmative duty to ascertain whether or not any

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 or or, subject to Section 7.1, 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 which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e)7.2(f) and the Intercreditor Agreement, the Holders of a majority in aggregate principal amount of the then outstanding 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 Trusteeit. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), ------------------- the Holders of a majority in aggregate principal amount of the 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 or 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 or that the Trustee determines Indenture, is unduly prejudicial to the rights of other Holders or would 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding Notes may will have the right to 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, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the Holders of at least a majority in aggregate principal amount of the outstanding 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, Trustee by this Indenture; provided that the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, that, subject to Section 7.01, may involve the Trustee in personal liability, or 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 liabilitygiving of such direction; provided, however, and provided further that the Trustee may take any other action deemed it deems proper by the Trustee that is not inconsistent with such directionany directions received from Holders pursuant to this Section 6.05.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding Notes may shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow provided, that: (a) such direction shall not be in conflict with any direction that conflicts with rule of law or with this Indenture or that any Note or expose the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that and (b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding Notes may will have the right to 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, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or 509335-2181-14734-Active.16594683.10 Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding 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 Trusteeit. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Intercreditor Agreement, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of not less than a majority in aggregate principal amount of the outstanding 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. HoweverSubject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Noteholder, 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.

Control by Majority. Subject to Section 7.02(e)6.6, the Holders of a majority in aggregate principal amount of the then outstanding 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 Trusteeit. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Notes 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 or or, subject to Sections 6.01 and 6.02, 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.direction 28

Control by Majority. Subject to Section 7.02(e), the Holders of a majority in aggregate principal amount of the then total outstanding Notes of each applicable 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. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture or 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 . In the event the Trustee receives inconsistent or conflicting directions from two or more group of holders, each representing less than a majority in aggregate principal amount of the Notes Outstanding, the Trustee, in its sole discretion, may take any other action deemed proper by the Trustee that is determine what action, if any, shall be taken or not inconsistent with such directiontaken.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding Notes may will have the right to direct in writing 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. Howeverit; provided, however that the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or 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.

Control by Majority. Subject to Section 7.02(e)2.10, the Holders holders of the Notes of not less than a majority in aggregate principal amount of the outstanding 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. HoweverSubject to Section 7.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders another holder of the Notes, or would that may involve the Trustee in personal liability; provided, howeverhowever , that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e)2.09, the Holders of a majority in aggregate principal amount of the outstanding 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. 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 or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityanother Noteholder; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction; and provided further that this provision shall not affect the rights of the Trustee set forth in Section 7.01(d).

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding Notes of each Class who provide the Trustee with indemnity or security satisfactory to it may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, with respect to such Class, 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 or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that (i) such direction shall not be in conflict with any rule of law or with this Indenture and (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Notes 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 limits with law or this Indenture or or, subject to Sections 8.01 and 8.02, 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding Notes may will 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 Trusteeit. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e)7.02(f) hereof, the Holders of a majority in aggregate principal amount of the then-outstanding 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 Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this the Indenture or that the Trustee determines is may be unduly prejudicial to the rights of other Holders of Notes 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.

Control by Majority. Subject to Section 7.02(e), the Holders of a majority in aggregate principal amount of the then outstanding 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 Trustee. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holders Holder of a Note 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.

Control by Majority. Subject to Section 7.02(e), the Holders of a majority in aggregate principal amount of the then outstanding 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 may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is may be unduly prejudicial to the rights of other Holders not joining in the giving of such direction received from Holders or would that may involve the Trustee in personal liability; provided. Upon receipt of a direction from the Holders pursuant to this Section 7.05, however, that the Trustee may take any other action deemed it deems proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the Holders of a majority in aggregate principal amount of the then total outstanding 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 or that the Trustee 84111084_1 determines is unduly prejudicial to the rights of any other Holders Holder or that would involve the Trustee in personal liability; provided, however, that . In the event the Trustee receives inconsistent or conflicting directions from two or more group of holders, each representing less than a majority in aggregate principal amount of the Notes Outstanding, the Trustee, in its sole discretion, may take any other action deemed proper by the Trustee that is determine what action, if any, shall be taken or not inconsistent with such directiontaken.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee 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, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the outstanding 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, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding 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, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such directiondirection received from the Holders of a majority in aggregate principal amount of the then outstanding Notes.

Control by Majority. Subject to Section 7.02(e), the ------------------- Holders of a majority in aggregate principal amount of the 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 or 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.

Control by Majority. Subject to Section 7.02(e), the Holders of a majority in aggregate principal amount of the then total outstanding 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 or 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 . In the event the Trustee receives inconsistent or conflicting directions from two or more group of holders, each representing less than a majority in aggregate principal amount of the Notes Outstanding, the Trustee, in its sole discretion, may take any other action deemed proper by the Trustee that is determine what action, if any, shall be taken or not inconsistent with such directiontaken.

Control by Majority. Subject to Section 7.02(e)2.09, the Holders of at least a majority in aggregate principal amount of the outstanding 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 Indenture, that may subject the Trustee to personal liability, or that the Trustee determines is in good faith may be unduly prejudicial to the rights of other Holders or would involve of Notes 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 any such directiondirection received from Holders of Notes.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding Notes may shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, any Note or any Note Guarantee or expose the Trustee to personal liability; and (b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding 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. HoweverSubject to Sections 7.1 and 7.2, however, the Trustee may refuse to follow any direction that (i) conflicts with law or this Indenture or that Indenture, (ii) exposes the Trustee determines to personal liability for which the Trustee would not be indemnified pursuant to Section 7.7 hereof or (iii) is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilitynot joined therein; provided, howeverfurther, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding 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. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is may be unduly prejudicial to the rights of other Holders another Holder or would involve that involves the Trustee in personal liability; provided, however, that the . The Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then Outstanding 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. HoweverSubject to Section 7.1 and Section 7.2, however, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, exposes the Trustee to personal liability, or that the Trustee determines is in good faith to be unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilitynot joining therein; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding Notes may shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that that: (A) such direction shall not be in conflict with any rule of law or with this Indenture, any Note or any Note Guarantee or expose the Trustee to personal liability; and (B) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of at least a majority in aggregate principal amount of the any outstanding series of 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. However, the Trustee may refuse to follow any direction that (i) conflicts with law or this Indenture or that Indenture, (ii) the Trustee determines is may be unduly prejudicial to the rights of other Holders of Notes of such series or would (iii) may involve the Trustee in personal liability; provided, however, that the . The Trustee may take any other action deemed that it deems proper by the Trustee that which is not inconsistent with any such direction.

Control by Majority. Subject to Section 7.02(e)7.02, the Holders holders of a majority in aggregate principal amount of the then outstanding 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 Trusteeit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Indenture, that the Trustee determines is unduly may be prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that the . The Trustee may take any other action deemed which it deems proper by the Trustee that is not inconsistent with any such directiondirective.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding 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 Trusteeit. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the First-Second Intercreditor Agreement, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the then outstanding 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 Trusteeit. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or any applicable Approved Intercreditor Agreement, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal face amount of the Outstanding Notes may shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Trustee, or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that that: (a) such direction shall not be in conflict with any rule of law or with this Indenture or any Note or expose the Trustee to personal liability; and (b) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e)7.02, the ------------------- Holders of a majority in aggregate principal amount of the 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 or 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 action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. Subject to Section 7.02(e)6.6, the Holders of at least a majority in aggregate principal amount of the then outstanding 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 Trusteeit. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of other Holders or would that may involve the Trustee in personal liability; provided, however, that and (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction.

Control by Majority. Subject to Section 7.02(e), the 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 Indenture, or that the Trustee determines is may be unduly prejudicial to the rights of other 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.

Control by Majority. Subject to Section 7.02(e), the The Holders of a majority in aggregate principal amount of the Outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee pursuant to this Indenture or of exercising any trust or power conferred on the TrusteeTrustee pursuant to this Indenture. HoweverSubject to Sections 7.1 and 7.2, however, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liabilityIndenture; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.