Common use of Control by Securityholders Clause in Contracts

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee shall determine that the action or proceeding so directed may not lawfully be taken; or (ii) if the Trustee in good faith shall determine that the action or proceedings so directed would involve the Trustee in personal liability; or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all each such series voting as a single separate class) at the time Outstanding outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)7.01) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith faith, or a trust committee or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.017.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such each series voting as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)5.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.015.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount at Maturity of the Securities of each series Series affected (with all such series voting each Series treated as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series Series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)6.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series Series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Subordinated Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Subordinated Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)5.01) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Subordinated Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount at Maturity of the Securities of each series Series affected (with all such series voting each Series treated as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series Series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)6.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series Series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Perpetual Subordinated Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Perpetual Subordinated Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)5.01) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Perpetual Subordinated Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount Current Principal Amount of the Securities of each series affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Perpetual Subordinated Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Perpetual Subordinated Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)5.01) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Perpetual Subordinated Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each any series affected (with all such series voting as a single class) at the time Outstanding Outstanding, determined in accordance with Section 8.04, shall have the right to direct the time, method, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to such series. The Trustee may, however, refuse to follow any direction that conflicts with law or this Indenture. The Holders of not less than a majority in aggregate principal amount of the Securities of any series at the time Outstanding affected thereby, determined in accordance with Section 8.04, on behalf of the Holders of all of the Securities of such series may waive any past Default in the performance of any of the covenants contained herein or established pursuant to Section 2.01 with respect to such series and its consequences, except a Default (1) in the payment of the principal of, premium, if any, or interest on, any of the Securities of that series as and when the same shall become due by the terms of such Securities otherwise than by acceleration and (2) in respect of a covenant or provision of this Indenture; provided Indenture that such direction shall cannot be otherwise than in accordance with law and modified or amended without the provisions consent of the Holder of each Security of such series). Upon any such waiver, the Default covered thereby shall be deemed to be cured for every purpose of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)) Company, the Trustee shall have and the right to decline to follow any such direction if (i) the Trustee shall determine that the action or proceeding so directed may not lawfully be taken; or (ii) if the Trustee in good faith shall determine that the action or proceedings so directed would involve the Trustee in personal liability; or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all such series so affected not joining in the giving of said directionshall be restored to their former positions and rights hereunder, it being understood that (subject respectively; but no such waiver shall extend to Section 5.01) the Trustee shall have no duty to ascertain whether any subsequent or not such actions other Default or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the any right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholdersconsequent thereon.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such each series voting as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)5.01) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount at Maturity of the Securities of each series Series affected (with all such series voting each Series treated as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series Series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)6.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series Series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.016.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such each series voting as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)5.01) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders holders of a majority in aggregate principal amount of the Securities of each series affected (with all such each series voting as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)6.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.016.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such each series voting as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)6.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officer or Officers of the Trustee shall determine determined that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.016.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such each series voting as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)6.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officer or Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.016.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)6.01) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.016.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Fixed-Term Subordinated Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Fixed-Term Subordinated Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)5.01) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Fixed-Term Subordinated Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all each such series voting as a single separate class) at the time Outstanding outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided provided, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further provided, further, that (subject to the provisions of Section 5.01 and 5.02(d)7.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith faith, or a trust committee or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.017.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such each series voting as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)5.01) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such each series voting as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)6.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officer or Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.016.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount at Maturity of the Securities of each series Series affected (with all such series voting each Series treated as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series Series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)6.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series Series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.01Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in -------------------------- aggregate principal amount of the Securities of each series affected (with all such each series voting as a single separate class) at the time Outstanding outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 5.01 and 5.02(d)5.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.015.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances forbearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such each series voting as a single separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided PROVIDED that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further PROVIDED FURTHER that (subject to the provisions of Section 5.01 and 5.02(d)6.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken; taken or (ii) if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability; liability or (iii) if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 5.016.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders; or (iv) the Trustee has not received indemnity satisfactory to it in its sole discretion. Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.