Common use of Control by Noteholders Clause in Contracts

Control by Noteholders. The Holders of a majority of the aggregate Note Balance of Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the Note Balances of the Notes; (iii) the Indenture Trustee has been provided with indemnity satisfactory to it; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The Holders of a majority Notes representing more than 50% of the aggregate Class Note Balance of the Outstanding Notes on the applicable Record Date 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 that: (ia) such written direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Notes representing not less than 100% the percentage of the Class Note Balances Balance of the Notes; (iiiOutstanding Notes specified in Section 5.17(b)(i) the Indenture Trustee has been provided with indemnity satisfactory to ithereof, unless Section 5.17(b)(ii) hereof is applicable; and (ivc) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this direction; provided, however, that, subject to Section 5.11 6.01 hereof, the Indenture Trustee need not take any action that it determines might involve it in liabilityliability or be unjustly prejudicial to the Noteholders not consenting.

Control by Noteholders. The Holders of a majority of the aggregate Note Balance of Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than 100% of the Note Balances of the Notes; (iii) the Indenture Trustee has been provided with indemnity satisfactory to it; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The Holders of a majority Notes representing more than 50% of the aggregate Note Balance of the Outstanding Notes shall on the applicable Record Date shall, with the consent of the Note Insurer, 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 that: (i1) such direction shall not be in conflict with any rule of law or with this Indenture; (ii2) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Notes representing not less than 100% the percentage of the Note Balances Balance of the Notes; (iiiOutstanding Notes specified in Section 5.17(b)(1), unless Section 5.17(b)(2) the Indenture Trustee has been provided with indemnity satisfactory to itis applicable; and (iv3) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this direction; provided, however, that, subject to Section 5.11 6.01, the Indenture Trustee need not take any action that it determines might involve it in liabilityliability or be unjustly prejudicial to the Noteholders not consenting.

Control by Noteholders. The Holders of a majority of the aggregate Note Balance Principal Balances of Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the aggregate Note Balances Principal Balance of the Notes; (iiiNotes or the Holders of 66 2/3% of the aggregate Note Principal Balance of each Class of Notes then outstanding, voting separately as set forth in Section 5.04(a) the Indenture Trustee has been provided with indemnity satisfactory to ithereof; and (iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Principal Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The Holders of a majority of the aggregate Note Balance of Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100[___]% of the Note Balances of the Notes; (iii) the Indenture Trustee has been provided with indemnity satisfactory to it; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The Holders of a majority not less than 66-2/3% of the aggregate Note Balance Balances of Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the Note Balances of the Notes; (iii) the Indenture Trustee has been provided with indemnity satisfactory to it; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority 66-2/3% of the Note Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liabilityliability or if adequate indemnity is not assured to it.

Control by Noteholders. The Holders of a majority of the aggregate Note Balance Principal Balances of Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the Note Principal Balances of the Notes; (iii) the Indenture Trustee has been provided with indemnity satisfactory to it; and (iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Principal Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The Holders of a majority of the aggregate Note Principal Balance of Senior Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the aggregate Note Balances Principal Balance of the Notes; (iiiSenior Notes or the Holders of 66 2/3% of the aggregate Note Principal Balance of each Class of Senior Notes then outstanding, voting separately as set forth in Section 5.04(a) the Indenture Trustee has been provided with indemnity satisfactory to ithereof; and (iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of the Senior Notes representing a majority of the aggregate Note Balances Principal Balance of the Senior Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The Holders of a majority Notes representing more than 50% of the aggregate Class Note Balance of the Outstanding Notes on the applicable Record Date 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 that: (ia) such written direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Notes representing not less than 100% the percentage of the Class Note Balances Balance of the Notes; (iiiOutstanding Notes specified in Section 5.17(b)(i) the Indenture Trustee has been provided with indemnity satisfactory to ithereof, unless Section 5.17(b)(ii) hereof is applicable; and (ivc) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this direction; provided, however, that, subject to Section 5.11 6.01 hereof, the Indenture Trustee need not take any action that it determines might involve it in liabilityliability or be unjustly prejudicial to the Noteholders not consenting.

Control by Noteholders. The Holders of a majority of the aggregate Note Balance Principal Balances of Offered Notes 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 Offered Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the Note Principal Balances of the Offered Notes; (iii) the Indenture Trustee has been provided with indemnity satisfactory to it; and (iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Principal Balances of the Offered Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The Holders of a majority of the aggregate Note Balance Balances of Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the Note Balances of the Notes; (iii) the Indenture Trustee has been provided with indemnity satisfactory to it; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The Holders of a majority of the aggregate Note Balance Principal Balances of Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the aggregate Note Balances Principal Balance of the Notes; (iiiNotes or the Holders of 66 2/3% of the aggregate Note Principal Balance of each Class of Notes then outstanding, voting separately as set forth in Section 5.04(a) the Indenture Trustee has been provided with indemnity satisfactory to ithereof; and (iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Principal Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 5.11, the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The Holders of a majority of the aggregate Note Balance of Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the aggregate Note Balances Balance of the Notes; (iii) the Indenture Trustee has been provided with indemnity satisfactory to it; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the aggregate Note Balances Balance of the Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The Holders of a majority of the aggregate Note Principal Balance of the Senior Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the aggregate Note Balances Principal Balance of the Notes; (iiiSenior Notes or the Holders of 66 2/3% of the aggregate Note Principal Balance of each Class of Senior Notes then outstanding, voting separately as set forth in Section 5.04(a) the Indenture Trustee has been provided with indemnity satisfactory to ithereof; and (iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of the Senior Notes representing a majority of the aggregate Note Balances Principal Balance of the Senior Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 5.11, the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The Holders of a majority Notes representing more than 50% of the aggregate Note Principal Balance of the Outstanding Notes on the applicable Record Date 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 that: (ia) such written direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Notes representing not less than 100% the percentage of the Note Balances Principal Balance of the Notes; (iiiOutstanding Notes specified in Section 5.17(b)(i) the Indenture Trustee has been provided with indemnity satisfactory to ithereof, unless Section 5.17(b)(ii) hereof is applicable; and (ivc) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this direction; provided, however, that, subject to Section 5.11 6.01 hereof, the Indenture Trustee need not take any action that it determines might involve it in liabilityliability or be unjustly prejudicial to the Noteholders not consenting.

Control by Noteholders. The Note Insurer or the Holders of a majority of the aggregate Class A Note Principal Balance of the Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the Class A Note Balances Principal Balance of the Notes; (iii) the Indenture Trustee has been provided with indemnity satisfactory to it; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Note Insurer or the Holders of Notes representing a majority of the Class A Note Balances Principal Balance of the Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The Holders of a majority of the aggregate Note Balance Principal Balances of Notes 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the aggregate Note Balances Principal Balance of the Notes; (iii, voting separately as set forth in Section 5.04(a) the Indenture Trustee has been provided with indemnity satisfactory to ithereof; and; and (iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Principal Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liability.

Control by Noteholders. The (i) With respect to the Notes, the Holders of a majority of the aggregate Note Balance Principal Balances of Notes Notes, 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 related Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the Note Principal Balances of the Notes; (iii) the Indenture Trustee has been provided with indemnity satisfactory to it; and (ivc) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction of the Holders of Notes representing a majority of the Note Principal Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee need not take any action that it determines might involve it in liability.