Common use of Control by Noteholders Clause in Contracts

Control by Noteholders. The Holders of a majority of the Outstanding Amount 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 Collateral shall be subject to the terms of Section 5.04; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines, in its sole discretion, might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes Note Balances 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 Collateral Pledged Assets shall be subject to the terms of Section 5.04; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines, in its sole discretion, might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes Required Noteholders 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 Law or with this Indenture; (ii) subject to the express terms of Section 10.4, any direction to the Indenture Trustee to sell or liquidate the Collateral Receivables shall be subject to by the terms Holders of Section 5.04; andNotes representing not less than 100% of the aggregate outstanding principal balance of all the Notes of all Series; (iii) the Indenture Trustee shall have been provided with indemnity satisfactory to it; and (iv) the Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.0111.1, the Indenture Trustee need not take any action that it determines, in its sole discretion, determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority of the Outstanding Amount Note Balances 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 Collateral Pledged Assets shall be subject to the terms of Section 5.04; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines, in its sole discretion, might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority of the Outstanding Amount 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) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate all or any portion of the Collateral Trust Estate shall be subject to by the terms Holders of Section 5.04; andNotes representing not less than 100% of the Outstanding Amount of the Notes; (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.01, the Indenture Trustee need not take any action that it determines, in its sole discretion, determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes Required Noteholders 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 Law or with this Indenture; (ii) subject to the express terms of Section 10.4, any direction to the Indenture Trustee to sell or liquidate the Collateral Receivables shall be subject to by the terms Holders of Section 5.04; andSenior Notes representing not less than 100% of the aggregate outstanding principal balance of all the Senior Notes of all Series; (iii) the Indenture Trustee shall have been provided with indemnity satisfactory to it; and (iv) the Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.0111.1, the Indenture Trustee need not take any action that it determines, in its sole discretion, determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes Required Noteholders, acting together, 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 Law or with this Indenture; (ii) subject to the express terms of Section 10.4, any direction to the Indenture Trustee to sell or liquidate the Collateral Receivables shall be subject to by the terms of Section 5.04; andRequired Noteholders; (iii) the Indenture Trustee shall have been provided with indemnity satisfactory to it; and (iv) the Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.0111.1, the Indenture Trustee need not take any action that it determines, in its sole discretion, determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The If the Indenture Trustee is the Controlling Party, the Holders of a majority of the Outstanding Amount of the Notes Notes, with the consent of the Insurer, shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee pursuant to Section 12.1 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 Collateral shall be subject to the terms of Section 5.04; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action that it determines, in its sole discretion, determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority of the Outstanding Amount 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) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate all or any portion of the Collateral Trust Estate shall be subject to by the terms Holders of Section 5.04Notes representing not less than 100% of the Outstanding Amount of the Notes; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.01, the Indenture Trustee need not take any action that it determines, in its sole discretion, determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The If the Indenture Trustee is the Control Party, the Holders of a majority of the Outstanding Amount of the Notes related Notes, with the consent of the Note Insurer, shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee pursuant to Section 12.1 with respect to the related 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 Collateral shall be subject to the terms of Section 5.04; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action that it determines, in its sole discretion, determines might involve it in liability or might materially adversely affect the rights of any related Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes Majority Noteholders 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) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Indenture Collateral shall be subject by Holders of the Notes representing (A) prior to the terms payment in full of Section 5.04the Offered Notes, 100% of the aggregate Outstanding Principal Balance of all Offered Notes and (B) from and after the payment in full of the Offered Notes, 100% of the aggregate Outstanding Principal Balance of the Class F Notes; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this SectionSection 5.11, subject to Section 6.01, the Indenture Trustee need not take any action that it determines, in its sole discretion, determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority of the ---------------------- Outstanding Amount 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) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate all or any portion of the Collateral Trust Estate shall be subject to by the terms Holders of Section 5.04; andNotes representing not less than 100% of the Outstanding Amount of the Notes; (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, -------- ------- that, subject to Section 6.01, the Indenture Trustee need not take any action that it determines, in its sole discretion, determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes Highest Priority 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 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 Collateral Trust Property shall be subject to the terms of Section 5.04; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines, in its sole discretion, might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority of the Outstanding Amount 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 Collateral shall be subject to the terms of Section 5.04; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. -33- 39 Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines, in its sole discretion, might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes Required Noteholders, acting together, 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 Law or with this Indenture; (ii) subject to the express terms of Section 10.4, any direction to the Indenture Trustee to sell or liquidate the Collateral Receivables shall be subject to by the terms of Section 5.04; andRequired Noteholders; (iii) the Indenture Trustee shall have been provided with indemnity satisfactory to it; and (iv) the Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.0111.1, the Indenture Trustee need not take any action that it determines, in its sole discretion, determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.. 74 4140-8886-1733.4

Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes Highest Priority 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 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 Collateral shall be subject to the terms of Section 5.04; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines, in its sole discretion, might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of a majority Majority of the Outstanding Amount of the Notes Noteholders 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 direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral shall be subject to by not less than 100% of the terms Outstanding Amount of Section 5.04the Notes; and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this Section, subject to Section 6.016.1, the Indenture Trustee need not take any action that it determines, in its sole discretion, determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.