Common use of Control by Noteholders Clause in Contracts

Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes, voting as a single 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: (a) such direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents; and (b) any direction to the Indenture Trustee to sell or liquidate the Collateral shall be by Holders of Notes representing not less than the applicable percentage of the Outstanding Amount of the Notes set forth in Section 5.04(d)(4); and (c) 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 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 Notes representing more than 50% of the Note Balance of the Outstanding Amount Notes on the applicable Record Date shall, with the consent of the NotesNote Insurer, voting as a single 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: (a1) such direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents; andIndenture; (b2) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Collateral Trust Estate shall be by the Holders of Notes representing not less than the applicable percentage of the Outstanding Amount Note Balance of the Outstanding Notes set forth specified in Section 5.04(d)(45.17(b)(1), unless Section 5.17(b)(2) is applicable; and (c3) 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 might involve it in liability or might materially adversely affect be unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes, voting as a single 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: (ai) such direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents; andIndenture; (bii) subject to the express terms of Section 5.04, any direction to the Indenture Note Trustee to sell or liquidate the Collateral shall be by the Holders of Notes representing not less than the applicable percentage 100 percent of the Outstanding Amount of the Notes of all Series; (iii) if the conditions set forth in Section 5.04(d)(4)5.05 have been satisfied and the Note Trustee elects to retain the Collateral pursuant to such Section, then any direction to the Note Trustee by Holders of Notes representing less than 100 percent of the Outstanding Amount of the Notes of all Series to sell or liquidate the Collateral shall be of no force and effect; and (civ) the Indenture Note Trustee may take any other action deemed proper by the Indenture Note 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 Note 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. The Holders of a majority of the Outstanding Amount of the Notes, voting as a single 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: (a) such direction shall not be in conflict with any rule of law or with this Indenture or other Basic DocumentsIndenture; and (b) any direction to the Indenture Trustee to sell or liquidate the Collateral shall be by Holders of Notes representing not less than the applicable percentage of the Outstanding Amount of the Notes set forth in Section 5.04(d)(45.04(c)(4); and (c) 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 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 Notes representing more than 50% of the Note Principal Balance of the Outstanding Amount Notes of all of the NotesClasses on the applicable Record Date shall, voting as a single classwith the consent of the Note Insurer, 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: (a) such direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents; andIndenture; (b) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Collateral Trust Estate shall be by the Holders of Notes representing not less than the applicable percentage of the Outstanding Amount Note Principal Balance of the Outstanding Notes set forth specified in Section 5.04(d)(4)5.17(b)(i) hereof, unless Section 5.17(b)(ii) hereof is applicable; and (c) 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 6.016.01 hereof, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect be unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of a majority Notes representing more than 50% of the Note Balance of the Outstanding Amount Notes of both Classes on the applicable Record Date shall, with the consent of the NotesNote Insurer, voting as a single 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: (a1) such direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents; andIndenture; (b2) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Collateral Trust Estate shall be by the Holders of Notes representing not less than the applicable percentage of the Outstanding Amount Note Balance of the Outstanding Notes set forth specified in Section 5.04(d)(45.17(b)(1), unless Section 5.17(b)(2) is applicable; and (c3) 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 might involve it in liability or might materially adversely affect be unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of a majority Notes representing more than 50% of the Class Note Balance of the Outstanding Amount of Notes on the Notes, voting as a single class, 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: (a) such written direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents; andIndenture; (b) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Collateral Trust Estate shall be by the Holders of Notes representing not less than the applicable percentage of the Outstanding Amount Class Note Balance of the Outstanding Notes set forth specified in Section 5.04(d)(4)5.17(b)(i) hereof, unless Section 5.17(b)(ii) hereof is applicable; and (c) 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 to Section 6.016.01 hereof, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect be unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes, voting as a single class, 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: (ai) such direction shall not be in conflict with any rule of law Law or with this Indenture or other Basic Documents; andIndenture; (bii) subject to the express terms of Section 10.4 and Section 10.5, any direction to the Indenture Trustee to sell or liquidate the Collateral Underlying Certificates shall be by the Holders of Notes representing not less than the applicable percentage 100% of the Outstanding Amount aggregate outstanding principal balance of all the Notes set forth in Section 5.04(d)(4)Notes; (iii) the Indenture Trustee shall have been provided with indemnity satisfactory to it; and (civ) 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 6.0111.1, 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. The Holders of a majority Notes representing more than 50% of the Note Principal Balance of the Outstanding Amount Notes of both of the NotesClasses on the applicable Record Date shall, voting as a single classwith the consent of the Note Insurer, 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: (a) such direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents; andIndenture; (b) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Collateral Trust Estate shall be by the Holders of Notes representing not less than the applicable percentage of the Outstanding Amount Note Principal Balance of the Outstanding Notes set forth specified in Section 5.04(d)(4)5.17(b)(i) hereof, unless Section 5.17(b)(ii) hereof is applicable; and (c) 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 6.016.01 hereof, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect be unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The [Subject to the rights of the Insurer under Article XII hereof,] the Holders of a majority Notes representing more than 50% of the Outstanding aggregate Principal Amount of the Notes, voting as a single class, 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 provided, however, that: (a1) such direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents; andIndenture; (b2) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Collateral Trust Estate shall be by the Holders of Notes representing not less than the applicable percentage of the Outstanding aggregate Principal Amount of the Notes set forth specified in Section 5.04(d)(45.18(b)(1), unless Section 5.18(b)(2) is applicable; and (c3) [Reserved]; (4) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which 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 which it determines might involve it in liability or might materially adversely affect be unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes, voting as a single class, 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: (a) such direction shall not be in conflict with any rule of law Law or with this Indenture or other Basic Documents; andIndenture; (b) subject to the express terms of Section 10.4 and Section 10.5, any direction to the Indenture Trustee to sell or liquidate the Collateral Underlying Securities shall be by the Holders of Notes representing not less than the applicable percentage 100% of the Outstanding Amount aggregate outstanding principal balance of all the Notes set forth in Section 5.04(d)(4)Notes; (c) the Indenture Trustee shall have been provided with indemnity satisfactory to it; and (cd) 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 6.0111.1, 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. The Holders of a majority Notes representing more than 50% of the Principal Balance of the Outstanding Amount of Notes on the Notes, voting as a single class, 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: (a1) such direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents; andIndenture; (b2) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Collateral Trust Fund shall be by the Holders of Notes representing not less than the applicable percentage of the Outstanding Amount Principal Balance of the Outstanding Notes set forth specified in Section 5.04(d)(45.17(b)(1), unless Section 5.17(b)(2) is applicable; and (c3) 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 might involve it in liability or might materially adversely affect be unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of a majority Notes of both Classes representing more than 50% of the Note Balance of the Outstanding Amount Notes on the applicable Record Date shall, with the consent of the NotesNote Insurer, voting as a single 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: (a1) such direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents; andIndenture; (b2) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Collateral Trust Estate shall be by the Holders of Notes representing not less than the applicable percentage of the Outstanding Amount Note Balance of the Outstanding Notes set forth specified in Section 5.04(d)(45.17(b)(1), unless Section 5.17(b)(2) is applicable; and (c3) 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 might involve it in liability or might materially adversely affect be unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of a majority Notes representing more than 50% of the Note Balance of the Outstanding Amount Notes on the applicable Record Date shall, with the consent of the NotesNote Insurer, voting as a single 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: (a) such direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents; andIndenture; (b) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Collateral Trust Estate shall be by the Holders of Notes representing not less than the applicable percentage of the Outstanding Amount Note Balance of the Outstanding Notes set forth specified in Section 5.04(d)(45.17(b) (i), unless Section 5.17(b) (ii) is applicable; and (c) 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 might involve it in liability or might materially adversely affect be unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of a majority Notes representing more than 50% of the Note Principal Balance of the Outstanding Amount of Notes on the Notes, voting as a single class, 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: (a) such written direction shall not be in conflict with any rule of law or with this Indenture or other Basic Documents; andIndenture; (b) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Collateral Trust Estate shall be by the Holders of Notes representing not less than the applicable percentage of the Outstanding Amount Note Principal Balance of the Outstanding Notes set forth specified in Section 5.04(d)(4)5.17(b)(i) hereof, unless Section 5.17(b)(ii) hereof is applicable; and (c) 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 6.016.01 hereof, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect be unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.