Common use of Control by Noteholders of the Controlling Class Clause in Contracts

Control by Noteholders of the Controlling Class. (a) The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture or any other Transaction Document; (ii) subject to the express terms of Section 5.4, any written direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes evidencing not less than 100% of the Note Balance; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such section, then any written direction to the Indenture Trustee by the Holders of Notes evidencing less than 100% of the Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.1, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders of the Controlling Class. (a) The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture or any other Transaction DocumentIndenture; (ii) subject to the express terms of Section 5.4, any written direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes evidencing not less than 100% of the Note Balance; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such section, then any written direction to the Indenture Trustee by the Holders of Notes evidencing less than 100% of the Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.1, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders of the Controlling Class. (a) The Holders of Notes evidencing not less than 51% of the Note Balance Majority Noteholders of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture or any other Transaction DocumentIndenture; (iib) subject to the express terms of Section 5.45.04, any written direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes evidencing representing not less than 100% of the Note BalanceOutstanding Amount of the Notes; (iiic) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such sectionSection, then any written direction to the Indenture Trustee by the Holders of Notes evidencing representing less than 100% of the Note Balance Outstanding Amount of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and (ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) . Notwithstanding the rights of Noteholders set forth in this Section 5.11Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it reasonably believes determines might involve it in costs, expenses and liabilities for which it will not be adequately indemnified liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders of the Controlling Class. (a) The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture or any other Transaction DocumentIndenture; (ii) subject to the express terms of Section 5.45.04, any written direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes evidencing not less than 100% of the Note Balance; (iii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such sectionSection, then any written direction to the Indenture Trustee by the Holders of Notes evidencing less than 100% of the Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) . Notwithstanding the rights of Noteholders set forth in this Section 5.11Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it reasonably believes determines might involve it in costs, expenses and liabilities liability for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders of the Controlling Class. (a) The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture or any other Transaction DocumentIndenture; (ii) subject to the express terms of Section 5.4, any written direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes evidencing not less than 100% of the Note Balance; (iii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such section, then any written direction to the Indenture Trustee by the Holders of Notes evidencing less than 100% of the Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) . Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.1, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders of the Controlling Class. (a) The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture or any other Transaction DocumentIndenture; (ii) subject to the express terms of Section 5.45.04, any written direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes evidencing not less than 100% of the Note Balance; (iii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such sectionSection, then any written direction to the Indenture Trustee by the Holders of Notes evidencing less than 100% of the Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) . Notwithstanding the rights of Noteholders set forth in this Section 5.11Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders of the Controlling Class. (a) The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that: (i) such direction shall not (A) be in conflict with any rule of law or with this Indenture or (B) materially and adversely affect the Swap Counterparty without its prior written consent (including any other Transaction Documentconsent given pursuant to Section 5.04); (ii) subject to the express terms of Section 5.45.04, any written direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes evidencing not less than 100% of the Note Balance; (iii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such sectionSection, then any written direction to the Indenture Trustee by the Holders of Notes evidencing less than 100% of the Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) . Notwithstanding the rights of Noteholders set forth in this Section 5.11Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders of the Controlling Class. (a) The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture or any other Transaction DocumentIndenture; (ii) subject to the express terms of Section Section 5.4, any written direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes evidencing not less than 100% of the Note Balance; (iii) if the conditions set forth in Section Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such section, then any written direction to the Indenture Trustee by the Holders of Notes evidencing less than 100% of the Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) Notwithstanding the rights of Noteholders set forth in this Section Section 5.11, subject to Section Section 6.1, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders of the Controlling Class. (a) The Holders of Notes evidencing not less than 51% [51]% of the Note Balance of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture or any other Transaction DocumentIndenture; (ii) subject to the express terms of Section 5.45.04, any written direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes evidencing not less than 100% of the Note Balance; (iii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such sectionSection, then any written direction to the Indenture Trustee by the Holders of Notes evidencing less than 100% of the Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) . Notwithstanding the rights of Noteholders set forth in this Section 5.11Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it reasonably believes determines might involve it in costs, expenses and liabilities liability for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.