Common use of Control by Majority Clause in Contracts

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 Trustee with respect to that Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series or that would subject the Trustee 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 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. The Holders of a majority in aggregate principal amount of the Securities then 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 Trustee with respect to that Seriesthe Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to in personal liability; provided, however, that subject to Section 315 of the TIA, 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 reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Control by Majority. (a) The Holders of at least 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 of such Series or of exercising any trust or power conferred on the Trustee it with respect to that such Series. HoweverSubject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Holder, or that would subject may involve the Trustee to 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. Prior to taking . (b) In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 Notes then outstanding Securities of any Series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with regard to the Notes or of exercising any trust or power conferred on the Trustee with respect regard to that Seriesthe Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to in personal liability; 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 hereunderas a result of a direction given under this Section, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such that action.

Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Securities of any Series 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 with respect to that Seriesthe Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series the Notes or that would subject the Trustee 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 action hereunder, the Trustee shall be entitled to indemnification indemnity 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 then outstanding Securities of any Series 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 it, under this Indenture, the Trustee with respect to that SeriesNotes, the Security Documents or otherwise. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, or that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject may involve the Trustee to in personal liability; provided, however, that the Trustee liability and may take any other action deemed it deems proper by the Trustee that is not inconsistent with any such directiondirection received from such Holders of the Notes. Prior In addition, prior to taking any action hereunder, the Trustee shall be entitled to indemnification from the Holders on terms reasonably satisfactory to it in its sole discretion the Trustee against all losses and expenses caused by arising from taking or not taking such action.

Control by Majority. The Holders of not less than a majority in principal amount of the then outstanding Securities of any Series 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 with respect Trustee. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is in good faith may be unduly prejudicial to the rights of any other Holder of that Series another Holder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 satisfactory to it in its sole discretion 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 aggregate principal amount of the then outstanding Securities of any Series 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 with respect to that Seriesit. However, subject to Section 7.01 hereof, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder Holders of that Series Notes or that would subject may involve the Trustee to in personal liability; provided, however, that the . The Trustee may take any other action deemed which it deems proper by the Trustee that and which is not inconsistent with any such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification reasonably 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 not less than a majority in principal amount of the outstanding Securities of any Series 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 with respect Trustee. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series Noteholder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 satisfactory to it it, in its sole discretion discretion, against all losses fees, losses, liabilities and expenses (including attorney’s 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 outstanding Securities of any Series Notes may direct the time, method and place of conducting any proceeding for any remedy available to the U.S. Trustee or of exercising any trust or power conferred on the Trustee with respect to that SeriesU.S. Trustee. However, the each Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the each Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject the involve each Trustee to in personal liability; provided, however, that the each Trustee may take any other action deemed proper by the such Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the each 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. The Holders of a majority in aggregate principal amount of the Notes then outstanding Securities of any Series may 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 or other security reasonably 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 at least a majority in aggregate principal amount of the outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or law, this Indenture oror the Security Documents, subject to Section 7.01that may involve the Trustee in personal liability, or that the Trustee determines is in good faith may be unduly prejudicial to the rights of any other Holder Holders not joining in the giving of that Series or that would subject the Trustee to personal liability; providedsuch 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 such Holders. Prior to taking any action hereunderunder this Section 6.05, the Trustee shall will be entitled to security and/or indemnification satisfactory to it in its sole discretion direction 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 Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 of any Series may Notes shall have the right to direct the time, method and place of conducting any proceeding proceedings for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to in personal liabilityliability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith; 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 indemnity or security reasonably 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 Notes of any Series a series may direct in writing the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising to exercise any trust or power conferred on the Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 or other security reasonably 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 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 Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 not less than a majority in principal amount of the outstanding Securities of any Series 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 with respect Trustee. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series Noteholder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses any loss or expense caused by taking or not taking such actionaction or following such direction.

Control by Majority. The Holders of a majority in aggregate principal amount of the Notes then outstanding Securities of any Series 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 with respect to that Seriessuch Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, or that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holder, or that would subject involve the Trustee to 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 security or indemnity satisfactory to it in its sole discretion from Holders directing the Trustee against all losses and expenses any cost, liability or expense 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 any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee reasonably determines is unduly prejudicial to the rights of any other Holder of that Series or that Holders or, in the Trustee’s reasonable opinion, would subject involve the Trustee to 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. The Holders of a majority in principal amount of the then outstanding Securities of any Series all series with respect to which an Event of Default shall have occurred and be continuing (treating all such series as a single class) 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 it; provided that (i) such direction shall not be in conflict with respect to that Series. However, the Trustee may refuse to follow any direction that conflicts rule or with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series or that would subject the Trustee to personal liability; provided, however, that Indenture; (ii) the Trustee may take any other action deemed proper by the Trustee that which is not inconsistent with such direction. Prior to taking ; and (iii) the Trustee need not take any action hereunder, the Trustee shall be entitled to indemnification satisfactory to which might involve it in its sole discretion against all losses and expenses caused by taking personal liability or be unduly prejudicial to the Holders of Securities of such series not taking such actionjoining therein.

Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee Trustee, as the case may be, may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Notes, or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 hereunderunder this Indenture, the Trustee shall be entitled to indemnification 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 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 Trustee with respect to that Seriesthe Securities. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.018.01 hereof, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 security or indemnification 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 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 Trustee with respect it. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Securityholder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 satisfactory to it in its sole discretion against all losses fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by or that might be caused by taking or not taking such action.

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 Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 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. 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 Trustee with respect to that Seriesby this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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. The Holders of not less than a majority in principal amount of the outstanding Securities of any Series 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 with respect it. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Noteholder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 of any Series series 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 it hereunder with respect to that Seriessuch series. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series Holders, or that would subject may involve the Trustee to 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. The Holders of a majority in principal amount of the outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 action hereunder, the Trustee shall be entitled to reasonable indemnification 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 at least a majority in principal amount of the outstanding Securities of any Series 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 with respect Trustee. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture orIndenture, subject to Section 7.01that may involve the Trustee in personal liability, or that the Trustee determines is in good faith may be unduly prejudicial to the rights of any other Holder Holders of that Series or that would subject Notes not joining in the Trustee to 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. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 Subject to the terms of the Security Documents, the Holders of a majority in principal amount of the Securities then 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 Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series or that would subject involve the Trustee to 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 hereunderunder this Indenture, 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. 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 Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 holders of the Notes of a majority in aggregate principal amount of the Notes then 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 Trustee with respect to that Seriesthe Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder holders of that Series Notes or that would subject involve the Trustee to 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 and/or security to it in its sole discretion the satisfaction of the Trustee 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 any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee reasonably determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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. The Holders of a majority in principal amount of the Notes then outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 hereunderunder this Indenture, the Trustee shall will be entitled to indemnification and/or security satisfactory to it the Trustee in its sole discretion against all losses fees, losses, claims, liabilities and expenses (including attorney’s 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 outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 satisfactory to it in its sole discretion against all losses fees, losses, liabilities and expenses (including attorney’s 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 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 Trustee with respect to that Seriesthe Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 reasonable indemnification 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 of any Series 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 with respect it. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture Indenture, any Security Document or, subject to Section 7.01if applicable, the Intercreditor Agreement, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Holder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 not less than a majority in aggregate principal amount of the outstanding Securities of any Series 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 with respect to that Seriesit. However, the The Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series Holders not joining in such direction, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 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 Trustee with respect to that Seriesthe Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 or following any direction hereunder, the Trustee shall be entitled to reasonable indemnification 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 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture orIndenture, subject to Section 7.01that may involve the Trustee in personal liability, or that the Trustee determines is may be unduly prejudicial to the rights of any other Holder Holders of that Series or that would subject Notes not joining in the Trustee to personal liability; providedgiving 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 Notes. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all fees, losses and expenses caused (including attorney’s fees and expenses) incurred or to be incurred 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 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 Trustee with respect it. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Securityholder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 not less than 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 Trustee with respect it. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Securityholder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 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 Trustee with respect to that Seriesthe Securities. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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. The Holders of a majority in principal amount of the Securities then 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 Trustee with respect to that Seriesit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other another Holder of that Series or the Trustee, or that would subject may involve the Trustee in personal liability unless the Trustee is offered indemnity satisfactory to personal liabilityit; 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 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. The Holders of a majority in principal amount of the outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Noteholders or that would subject involve the Trustee to 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 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. The Holders of a majority in aggregate principal amount of the Securities then 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 Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 action hereunder, the Trustee shall be entitled to indemnification 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 of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Notes or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee in personal liability (it being understood that the Trustee has no duty to personal liabilitydetermine if any directed action is prejudicial to any Holder); 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. The Subject to Section 2.9, the Holders of a majority in principal amount of the all outstanding Securities series of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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. The Holders of a majority in outstanding principal amount of the outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Supplemental Indenture or, subject to Section 7.017.01 hereof, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 Subject to Section 7.01, prior to taking any action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses loss, liability and expenses expense 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 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 Trustee with respect to that Seriesthe Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 action hereunder, the Trustee shall be entitled to reasonable indemnification 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 any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series or that would subject the Trustee 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 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. The Subject to the express terms of this Indenture, the Holders of a majority in principal amount of the outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 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 not less than 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 Trustee with respect it. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Securityholder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion dis- cretion 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 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 Trustee with respect to that Seriesthe Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion reasonable indemnity against all losses and expenses caused by taking or not taking such action.

Control by Majority. The (a) Holders of not less than 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 Trustee with respect Trustee. Subject to that Series. HoweverSection 6.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series Holder, or that would subject may involve the Trustee to 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 . (b) In the event the Trustee takes any action hereunderor follows any direction pursuant to this 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 or not taking such actionaction or following such direction.

Control by Majority. The Holders of a majority in aggregate principal amount at maturity of the Securities then 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 Trustee with respect to that Seriesthe Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 reasonable indemnification 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 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 Trustee with respect it. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Securityholder, or that would may, in the sole judgment of the Trustee, give rise to or subject the Trustee to personal liability; provided, however, liability; provided that the Trustee may take any other action deemed proper by the Trustee. In the event the Trustee that is not inconsistent with such direction. Prior to taking takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 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 Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of any other Holder of (it being understood that Series the Trustee shall have no duty to make such determination) or that would subject involve the Trustee to 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 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 not less than 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 Trustee with respect it. Subject to that Series. HoweverSection 7.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Securityholder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to reasonable indemnification 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 then outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees, or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 hereunderunder this Indenture, the Trustee shall be entitled to indemnification 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 Outstanding Notes of any the Controlling 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series the Holders not taking part in such direction or that would subject the Trustee 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 action hereunder, the Trustee Sections 6.04 and 6.05 of this Indenture shall be entitled deemed to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionsupersede section 316(a)(1) of the TIA.

Control by Majority. The Subject to Section 2.10, the Holders of the Notes of not less than a majority in principal amount of the outstanding Securities of any Series 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 with respect Trustee. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01, or that the Trustee determines is unduly prejudicial to the rights of any other another Holder of that Series the Notes, or that would subject may involve the Trustee to 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. 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. The Subject to the express terms of this Indenture, the Holders of a majority in principal amount of the outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to in personal liability; 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 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 of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Notes or the Guarantees or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Noteholders or that would subject involve the Trustee to 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 or that may be caused by taking or not taking such action.

Control by Majority. The Subject to Section 2.09, 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 Trustee with respect to that Seriesit. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Securityholder, or that would subject may involve the Trustee to 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. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 action.direction. This

Control by Majority. The Holders of a majority in aggregate principal amount at maturity of the Notes 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 Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series or that would subject involve the Trustee to 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 hereunderunder this Indenture, 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. The Holders of a majority in principal amount of the outstanding Securities of any Series 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 with respect to under this Indenture; provided that Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture orIndenture, subject to Section 7.01that may involve the Trustee in personal liability, or that the Trustee determines is in good faith may be unduly prejudicial to the rights of any other Holder Holders not joining in the giving of that Series or that would subject the Trustee to personal liability; provided, however, that the such direction. 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. Prior The Trustee shall not be obligated to taking take any action hereunder, at the direction of Holders unless such Holders have offered to the Trustee shall be entitled to indemnification security or indemnity satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionthe Trustee.

Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Securities Notes of any 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.017.1, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to in personal liability; provided, however, that the Trustee may take any other action deemed proper by the such Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it in its sole discretion against all losses and expenses any loss, liability or expense 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 of any Series 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 Trustee it hereunder with respect to that Seriesseries. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.01, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series Holders, or that would subject may involve the Trustee to 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 receive reasonable indemnification from such Holders satisfactory to it in its sole discretion 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 Subject to Section ‎2.10, the Holders of the Notes of not less than a majority in principal amount of the outstanding Securities of any Series 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 with respect Trustee. Subject to that Series. However‎Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01, or that the Trustee determines is unduly prejudicial to the rights of any other another Holder of that Series the Notes, or that would subject may involve the Trustee to 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. 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. The Holders of a majority in principal amount of the then outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees, or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 hereunderunder this Indenture, the Trustee shall be entitled to indemnification 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 holders of a majority in aggregate principal amount of the Notes at the time outstanding Securities of any Series determined in accordance with Section 9.04 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.018.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series holders or that would subject involve the Trustee to 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. The Holders of a majority in aggregate principal amount of the Securities then 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 Trustee with respect to that Seriesthe Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 or following any direction hereunder, the Trustee shall be entitled to indemnification 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 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series or that would subject involve the Trustee to 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 action hereunderunder this Indenture, 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. The Holders holders of not less than a majority in principal amount of the outstanding Securities of any Series 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 with respect Trustee. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series noteholder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this 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 or not taking such actionaction or following such direction.

Control by Majority. The Holders of a majority in principal amount of the outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01SECTION 8.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 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. 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 Trustee with respect to that SeriesTrustee. HoweverThe Trustee, the Trustee however, may refuse to follow any direction that conflicts with law or law, this Indenture or the Intercreditor Agreement or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholder or that would subject involve the Trustee to 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 be furnished with indemnification 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 principal amount of the outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Securities or the Subsidiary Guarantees or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 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 not less than a majority in principal amount of the outstanding Securities of any Series 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 with respect it. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Holder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification reasonably 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 not less than 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 Trustee with respect it. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Securityholder, or that would subject may involve the Trustee to in personal liability; provided, however, provided -------- that the Trustee may take any other action deemed proper by the Trustee that trustee which is not inconsistent with such direction. Prior to taking In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 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 Trustee with respect to that Seriesthe Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 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 Notes then outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 hereunderunder this Indenture, the Trustee shall will be entitled to indemnification and/or security satisfactory to it the Trustee in its sole discretion against all losses fees, losses, claims, liabilities and expenses (including attorney’s fees 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 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction direc- tion that conflicts with law or this Indenture or the Notes or, subject to Section 7.01Sections 7.1 and 7.2, that the Trustee determines deter- mines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to in personal liability; providedprovid- ed, 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 satisfactory satisfacto- ry to it in its sole discretion against all fees, losses and expenses (including attorney’s fees 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 Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or law, this Indenture Indenture, the Securities, any Security Guarantee or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series or that would subject involve the Trustee to 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. The Subject to Section 2.09, the Holders of not less than 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 Trustee with respect it. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Securityholder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 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 Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that (i) conflicts with law or this Indenture Indenture, (ii) or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that (iii) would subject involve the Trustee to 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. The Holders of a majority in principal amount at maturity of the outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Noteholders or that would subject involve the Trustee to 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 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. The Holders of a majority in ------------------- aggregate principal amount of the outstanding Securities of any Series 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 with respect Trustee. Subject to that Series. HoweverSections 7.1 and 7.2, however, the Trustee may refuse to follow any direction ------------ --- that conflicts with law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Noteholders or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification reasonably 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 Notes then 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 Trustee with respect to that Seriesthe Notes. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this the Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series or that would subject the Trustee 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 action hereunder, the Trustee shall be entitled to indemnification receive indemnity satisfactory to it in its sole discretion against all losses losses, liabilities, claims and expenses caused by taking or not taking such action.

Control by Majority. The Subject to Section 2.9, the Holders of not less than 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 Trustee with respect it. Subject to that Series. HoweverSection 7.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Security holder, or that would subject may involve the Trustee to 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 In the event the Trustee takes any action hereunderor follows any direction pursuant to this Indenture or any Security Document, the Trustee shall be entitled to indemnification 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 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 Trustee with respect to that Seriesthe Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 reasonable indemnification 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 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 Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 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. The Holders of a majority in principal amount of the total outstanding Securities of any Series 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 with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture Indenture, the Notes or the Guarantees or, subject to Section 7.01, that Sections 7.1 and 7.2,that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Holders or that would subject involve the Trustee to 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 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 not less than 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 Trustee with respect it. Subject to that Series. HoweverSection 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or, subject to Section 7.01Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder of that Series another Holder, or that would may, in the sole judgment of the Trustee, give rise to or subject the Trustee to personal liability; provided, however, provided that the Trustee may take any other action deemed proper by the Trustee. In the event the Trustee that is not inconsistent with such direction. Prior to taking takes any action hereunderor follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification 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 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 Trustee with respect to that Seriesthe Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series Securityholders or that would subject involve the Trustee to 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 or following any direction hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

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 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 Trustee with respect to that SeriesTrustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of that Series or that would subject involve the Trustee to 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 hereunderunder this Indenture, 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.