Common use of Control by Noteholders Clause in Contracts

Control by Noteholders. Either 100% of the VFN Noteholders or the Majority Noteholders of all Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to such Notes; provided that: (a) the Indenture Trustee will have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Indenture Trustee in good faith determines that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Noteholders not taking part in such direction, unless the Indenture Trustee has received indemnity satisfactory to it from the Noteholders; and (b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such direction.

Control by Noteholders. Either 100% of the VFN Noteholders or the Majority Noteholders of all Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to such Notes; provided that: (a) the Indenture Trustee will have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken violate applicable law or would conflict with this Indenture or if the Indenture Trustee in good faith determines that the proceedings so directed would involve have a substantial likelihood of involving it in personal liability or be unjustly prejudicial to the Noteholders not taking part in such direction, unless the Indenture Trustee has received indemnity satisfactory to it from the Noteholders; and (b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such direction.

Control by Noteholders. Either 100Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 11.01(a)(i) and (ii) hereof have been satisfied in full, the Holders representing at least 66‑2/3% of the VFN Noteholders or then Outstanding Note Balance of the Majority Noteholders most senior Class of all Outstanding Notes will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to such the Notes; provided that. Notwithstanding the foregoing: (ai) no such direction shall be in conflict with any rule of law or with this Indenture; (ii) the Indenture Trustee will have the right to decline shall not be required to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if which the Indenture Trustee reasonably believes might result in good faith determines that the proceedings so directed would involve it in any personal liability or be unjustly prejudicial to on the Noteholders not taking part in such direction, unless of the Indenture Trustee has received indemnity satisfactory to it from for which the NoteholdersIndenture Trustee is not adequately indemnified; and (biii) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to each Noteholder.

Control by Noteholders. Either 100% of the VFN Noteholders Administrative Agent or the Majority Noteholders of all Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to such Notes; provided that: (a) the Indenture Trustee will have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Indenture Trustee in good faith determines that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Noteholders Noteholder not taking part in such direction, unless the Indenture Trustee has received indemnity satisfactory to it from the Noteholders; and (b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such direction.

Control by Noteholders. Either 100Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 11.1(a)(i) and (ii) hereof have been satisfied in full, the Noteholders representing at least 66-2/3% of the VFN Noteholders or the Majority Noteholders Adjusted Note Balance of all Outstanding each Class of Notes will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to such the Notes; provided that:. Notwithstanding the foregoing: 58 (ai) no such direction shall be in conflict with any rule of law or with this Indenture; (ii) the Indenture Trustee will have the right to decline shall not be required to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if which the Indenture Trustee reasonably believes might result in good faith determines that the proceedings so directed would involve it in any personal liability or be unjustly prejudicial to on the Noteholders not taking part in such direction, unless of the Indenture Trustee has received indemnity satisfactory to it from for which the NoteholdersIndenture Trustee is not adequately indemnified; and (biii) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to each Noteholder.

Control by Noteholders. Either 100% of Except as may otherwise be provided in this Indenture and Servicing Agreement, until such time as the VFN Noteholders or conditions specified in Sections 11.01(a)(i) and (ii) hereof have been satisfied in full, the Majority Noteholders of all Outstanding Notes will Facility Investors shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to such the Notes; provided that. Notwithstanding the foregoing: (ai) no such direction shall be in conflict with any rule of law or with this Indenture and Servicing Agreement; (ii) the Indenture Trustee will have the right to decline shall not be required to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if which the Indenture Trustee reasonably believes might result in good faith determines that the proceedings so directed would involve it in any personal liability or be unjustly prejudicial to on the Noteholders not taking part in such direction, unless of the Indenture Trustee has received indemnity satisfactory to it from for which the NoteholdersIndenture Trustee is not adequately indemnified; and (biii) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to each Noteholder.

Control by Noteholders. Either 100Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 11.1(a)(i) and (ii) hereof have been satisfied in full, the Holders representing at least 66-2/3% of the VFN Noteholders or the Majority Noteholders Adjusted Note Balance of all Outstanding each Class of Notes will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee; with respect to such the Notes; provided that. Notwithstanding the foregoing: (ai) no such direction shall be in conflict with any rule of law or with this Indenture; (ii) the Indenture Trustee will have the right to decline shall not be required to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if which the Indenture Trustee reasonably believes might result in good faith determines that the proceedings so directed would involve it in any personal liability or be unjustly prejudicial to on the Noteholders not taking part in such direction, unless of the Indenture Trustee has received indemnity satisfactory to it from for which the NoteholdersIndenture Trustee is not adequately indemnified; and (biii) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to each Noteholder.

Control by Noteholders. Either 100The Holders of Notes representing more than 50% of the VFN Noteholders or Note Principal Balance of the Majority Noteholders of all Outstanding Notes will of both Classes on the applicable Record Date shall, with the written consent of the Note Insurer (a copy of which shall be provided to the Indenture Trustee), have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Indenture Trustee, Trustee or exercising any trust or power conferred on the Indenture Trustee with respect to such NotesTrustee; provided that: (a) such written direction shall not be in conflict with any rule of law or with this Indenture; (b) any direction to the Indenture Trustee will have to undertake a Sale of the right to decline to follow any such direction if Trust Estate shall be by the Indenture TrusteeHolders of Notes representing the percentage of the Note Principal Balance of the Outstanding Notes specified in Section 5.17(b)(i) hereof, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if unless Section 5.17(b)(ii) hereof is applicable; and (c) the Indenture Trustee in good faith may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.01 hereof, the Indenture Trustee need not take any action that it determines that the proceedings so directed would might involve it in personal liability or be unjustly prejudicial to the Noteholders not taking part in such direction, unless the Indenture Trustee has received indemnity satisfactory to it from the Noteholders; and (b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such directionconsenting.

Control by Noteholders. Either 100Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 11.01(a)(i) and (ii) hereof have been satisfied in full, the Holders representing at least 66-2/3% of the VFN Noteholders or the Majority Noteholders then Outstanding Note Balance of all Outstanding each Class of Notes will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to such the Notes; provided that. Notwithstanding the foregoing: (ai) no such direction shall be in conflict with any rule of law or with this Indenture; (ii) the Indenture Trustee will have the right to decline shall not be required to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if which the Indenture Trustee reasonably believes might result in good faith determines that the proceedings so directed would involve it in any personal liability or be unjustly prejudicial to on the Noteholders not taking part in such direction, unless of the Indenture Trustee has received indemnity satisfactory to it from for which the NoteholdersIndenture Trustee is not adequately indemnified; and (biii) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to each Noteholder.

Control by Noteholders. Either 100% of the VFN Noteholders or the Majority Noteholders of all Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to such Notes; provided that: (a) the Indenture Trustee will have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken violate applicable law or would conflict with this Base Indenture or if the Indenture Trustee in good faith determines that the proceedings so directed would involve have a substantial likelihood of involving it in personal liability or be unjustly prejudicial to the Noteholders not taking part in such direction, unless the Indenture Trustee has received indemnity satisfactory to it from the Noteholders; and; (b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such direction; and (c) to the extent there are conflicting directions between 100% of the VFN Noteholders and the Majority Noteholders, the Indenture Trustee will take its direction from 100% of the VFN Noteholders.

Control by Noteholders. Either 100% of If the VFN Noteholders or Indenture Trustee is the Majority Noteholders of all Outstanding Notes will Controlling Party, Majorityholders shall have the right to direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Indenture Trustee, Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee with respect to such NotesTrustee; provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee will have elects to retain the right Pledged Property pursuant to decline such Section, then any direction to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Indenture Trustee in good faith determines that by Noteholders representing less than 100% of the proceedings so directed would involve it in personal liability outstanding Note Balance of the Notes to sell or liquidate the Pledged Property shall be unjustly prejudicial to the Noteholders not taking part in such direction, unless the Indenture Trustee has received indemnity satisfactory to it from the Noteholdersof no force and effect; and (biii) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which that is not inconsistent with such direction; provided, however, that, subject to Article VI, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. Either 100Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 11.1(a)(i) and (ii) hereof have been satisfied in full, the Holders representing at least 66-2/3% of the VFN Noteholders or the Majority Noteholders Adjusted Note Balance of all Outstanding each Class of Notes will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to such the Notes; provided that. Notwithstanding the foregoing: (ai) no such direction shall be in conflict with any rule of law or with this Indenture; (ii) the Indenture Trustee will have the right to decline shall not be required to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if which the Indenture Trustee reasonably believes might result in good faith determines that the proceedings so directed would involve it in any personal liability or be unjustly prejudicial to on the Noteholders not taking part in such direction, unless of the Indenture Trustee has received indemnity satisfactory to it from for which the NoteholdersIndenture Trustee is not adequately indemnified; and (biii) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to each Noteholder.

Control by Noteholders. Either 100Until such time as the conditions specified in Section 11.01(a)(i) have been satisfied in full, the Insurer (if no Insurer Default has occurred and is continuing) or the holders of 66-2/3% of the VFN Noteholders or then Outstanding Principal Amount of the Majority Noteholders of all Outstanding Notes will (if an Insurer Default has occurred and is continuing) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, Trustee or exercising any trust or power conferred on the Indenture Trustee with respect to such Notes; provided that:Trustee. Notwithstanding the foregoing, (ai) no such direction shall be in conflict with any rule of law or with this Indenture; (ii) the Indenture Trustee will have the right to decline shall not be required to follow any such direction if which the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Indenture Trustee reasonably believes might result in good faith determines that the proceedings so directed would involve it in any personal liability or be unjustly prejudicial on the part of the Trustee for which the Trustee is not indemnified to the Noteholders not taking part in such direction, unless the Indenture Trustee has received indemnity satisfactory to it from the Noteholdersits satisfaction; and (biii) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Trustee shall give notice of any such action to the Insurer and each Noteholder.

Control by Noteholders. Either 100% xiv) Except as otherwise expressly provided in this Indenture, the Noteholders of not less than a majority of the VFN Noteholders or Outstanding Principal Balance of the Majority Noteholders of all Outstanding Notes will shall have the right to (i) direct the time, method and place of conducting any proceeding Proceeding for any remedy available to the Indenture TrusteeTrustee with respect to the Notes, (ii) accelerate the Notes pursuant to Section 5.2 after an Event of Default or exercising (iii) exercise any trust or power conferred on the Indenture Trustee Trustee; provided, that such direction shall not be in conflict with respect any rule of law or with this Indenture; provided, further, that, subject to such Notes; provided that: (a) Section 6.1, the Indenture Trustee will have need not take any action that it determines might involve it in liability on the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if part of the Indenture Trustee in good faith determines that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Noteholders not taking part in such direction, unless for which the Indenture Trustee has received indemnity satisfactory is not indemnified to it from its satisfaction or might materially adversely affect the Noteholders; and (brights of any Noteholder(s) the not consenting to such action. The Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which that is not inconsistent with such direction.

Control by Noteholders. Either 100% Except as may otherwise be provided in this Indenture, including the provisions of Section 5.03(a) hereof, until such time as the VFN Noteholders or conditions specified in Sections 10.01(a)(i) and (ii) hereof have been satisfied in full, the Noteholder Majority Noteholders of all Outstanding Notes will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee Trustee, with respect to such the Notes; provided that. Notwithstanding the foregoing: (a) no such direction shall be in conflict with any rule of law or with this Indenture; (b) the Indenture Trustee will have the right to decline shall not be required to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if which the Indenture Trustee reasonably believes might result in good faith determines that the proceedings so directed would involve it in any personal liability or be unjustly prejudicial to on the Noteholders not taking part in such direction, unless of the Indenture Trustee has received indemnity satisfactory to it from for which the NoteholdersIndenture Trustee is not adequately indemnified; and (bc) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to each Noteholder.

Control by Noteholders. Either 100Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 10.1(a)(i) and (ii) have been satisfied in full, the Holders of Notes evidencing at least 66 2/3% of the VFN Noteholders or then Outstanding Principal Amount of the Majority Noteholders of all Outstanding Notes will shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, Trustee or exercising any trust or power conferred on Indenture Trustee. Notwithstanding the foregoing, (i) no such direction shall be in conflict with any rule of law or with this Indenture; (ii) Indenture Trustee with respect to such Notes; provided that: (a) the Indenture Trustee will have the right to decline shall not be required to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the which Indenture Trustee reasonably believes might result in good faith determines that the proceedings so directed would involve it in any personal liability or be unjustly prejudicial to on the Noteholders not taking part in such direction, unless the of Indenture Trustee has received indemnity satisfactory to it from the Noteholdersfor which Indenture Trustee is not adequately indemnified; and (biii) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that Indenture Trustee shall give notice of any such action to each Noteholder.

Control by Noteholders. Either 100Holders of not less than 66 2/3% in Outstanding Dollar Principal Amount of the VFN Noteholders any Series, Class or the Majority Noteholders of all Outstanding Notes Tranche will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture TrusteeTrustee in this Article VII or, or except as provided in Section 14.06, exercising any trust or power conferred on the Indenture Trustee with respect to the Notes of such Notes; provided Series, Class or Tranche, and the Majority Holders of all Series will have the right to direct the Indenture Trustee with respect to any actions the Indenture Trustee is to take pursuant to Section 2.10 of the Transfer Agreement and Section 6.03 of the Receivables Purchase Agreement, provided, that: (a) the Indenture Trustee will have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Indenture Trustee in good faith determines will, by a Responsible Officer of the Indenture Trustee, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Noteholders not taking part in such direction, unless the Indenture Trustee has received indemnity satisfactory to it from the Noteholders; and (b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such direction.

Control by Noteholders. Either 100% of the VFN Noteholders or the Majority Noteholders of all Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to such Notes; provided that: (a) the Indenture Trustee will have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken violate Applicable Law or would conflict with this Indenture or if the Indenture Trustee in good faith determines that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Noteholders not taking part in such direction, unless the Indenture Trustee has received indemnity satisfactory to it from the Noteholders; and; (b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such direction; and (c) to the extent there are conflicting directions between 100% of the VFN Noteholders and the Majority Noteholders, the Indenture Trustee will take its direction from 100% of the VFN Noteholders.

Control by Noteholders. Either 100% of the VFN Noteholders or the Majority Noteholders of all Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to such Notes; provided that: (a) the Indenture Trustee will have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken violate applicable law or would conflict with this Base Indenture or if the Indenture Trustee in good faith determines that the proceedings so directed would involve have a substantial likelihood of involving it in personal liability or be unjustly prejudicial to the Noteholders not taking part in such direction, unless the Indenture Trustee has received indemnity satisfactory to it from the Noteholders; and; (b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such direction; and (c) to the extent there are conflicting directions between 100% of the VFN Noteholders and the Majority Noteholders, the Indenture Trustee will take its direction from 100% of the VFN Noteholders (excluding any Retained Notes).

Control by Noteholders. Either 100Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Section 11.01 have been satisfied in full, the Noteholders of Notes evidencing not less than 66-2/3% of the VFN Noteholders or the Majority Noteholders of all Outstanding Notes will Aggregate Note Principal Balance shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, Trustee or exercising any trust or power conferred on the Indenture Trustee, subject (in each case) to the Trustee with respect being indemnified to such Notes; provided thatits reasonable satisfaction. Notwithstanding the foregoing: (ai) no such direction shall be in conflict with any rule of law or with this Indenture; (ii) the Indenture Trustee will have the right to decline shall not be required to follow any such direction if which the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Indenture Trustee reasonably believes might result in good faith determines that the proceedings so directed would involve it in any personal liability or be unjustly prejudicial to on the Noteholders part of the Trustee for which the Trustee is, in its reasonable judgment, not taking part in such direction, unless the Indenture Trustee has received indemnity satisfactory to it from the Noteholdersadequately indemnified; and (biii) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Trustee shall give notice of any such action to each Noteholder.