Common use of Voting and Direction Rights of MAC Notes Clause in Contracts

Voting and Direction Rights of MAC Notes. In the event that Class M Notes have been exchanged for MAC Notes, the Holders of such MAC Notes will be entitled to exercise all the voting and direction rights that are allocated to such exchanged Class M Notes and the outstanding balances of such MAC Notes will be used to determine if the requisite percentage of Holders under this Agreement has voted or given direction; provided that with respect to (x) any outstanding MAC Notes exchanged for Class M Notes in Combination 1 set forth on Appendix II, the Class M-1I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M Notes and the Class M-1F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes, (y) any outstanding MAC Notes exchanged for Class M Notes in Combination 2 set forth on Appendix II, the Class M-2I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M Notes and the Class M-2F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes, and (z) any outstanding MAC Notes exchanged for Class M Notes in Combination 3 set forth on Appendix II, the Class M-3I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M Notes and the Class M- 3F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes.

Voting and Direction Rights of MAC Notes. In the event that Class M Exchangeable Notes have been exchanged for MAC Notes, the Holders of such MAC Notes will be entitled to exercise all the voting and direction rights that are allocated to such exchanged Class M Exchangeable Notes and the outstanding balances of such MAC Notes will be used to determine if the requisite percentage of Holders under this Agreement has voted or given direction; provided that with respect to (x) any outstanding MAC Notes exchanged for Class M Exchangeable Notes in Combination 1 set forth on Appendix II, the Class M-1I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M Notes and the Class M-1F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes, (y) any outstanding MAC Notes exchanged for Class M Notes in Combination 2 set forth on Appendix II, the Class M-2I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M Exchangeable Notes and the Class M-2F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes, Exchangeable Notes and (zy) any outstanding MAC Notes exchanged for Class M Exchangeable Notes in Combination 3 set forth on Appendix II, the Class M-3I M-3AI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M Notes Exchangeable and the Class M- 3F 3AF Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Exchangeable Notes.

Voting and Direction Rights of MAC Notes. In the event that Class M Original Notes have been exchanged for MAC Notes, the Holders of such MAC Notes will be entitled to exercise all the voting and direction rights that are allocated to such exchanged Class M Original Notes and the outstanding balances of such MAC Notes will be used to determine if the requisite percentage of Holders under this Agreement has voted or given direction; provided that with respect to (x) any outstanding MAC Notes exchanged for Class M Original Notes in Combination 1 set forth on Appendix II, the Class M-1I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M Original Notes and the Class M-1F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Original Notes, (y) any outstanding MAC Notes exchanged for Class M Original Notes in Combination 2 set forth on Appendix II, the Class M-2I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M Original Notes and the Class M-2F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Original Notes, and (z) any outstanding MAC Notes exchanged for Class M Original Notes in Combination 3 set forth on Appendix II, the Class M-3I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M Original Notes and the Class M- 3F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Original Notes.

Voting and Direction Rights of MAC Notes. In the event that Class M M-2A or Class M- 2B Notes have been exchanged for MAC NotesNotes (including any MAC Notes further exchanged for other MAC Notes pursuant to Combination 2, 3, 4 or 5), the Holders of such MAC Notes will be entitled to exercise all the voting and direction rights that are allocated to such exchanged Class M M-2A or Class M-2B Notes and the outstanding balances of such MAC Notes will be used to determine if the requisite percentage of Holders under this Agreement has voted or given direction; provided that with respect to (x) to: • any outstanding MAC Notes exchanged for Class M M-2 Notes in Combination 1 set forth on Appendix II2, the Class M-1I Notes so exchanged will be entitled to exercise 1% of the total voting 3, 4 or direction rights that were allocated to such exchanged Class M Notes and the Class M-1F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes, (y) any outstanding MAC Notes exchanged for Class M Notes 5 described in Combination 2 set forth on Appendix II, the Class M-2I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such the exchanged Class M M-2A and Class M-2B Notes that were exchanged for the Class M-2 Notes and the Class M-2F M-2R, Class M-2S, Class M-2T or Class M-2U Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to the Class M-2A and Class M-2B Notes that were exchanged for the Class M-2 Notes; • any outstanding MAC Notes exchanged for Class M-2A Notes in Combination 6, 7, 8 or 9 described in Appendix II, the Class M-2AI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M- 2A Notes and the Class M-2AR, Class M-2AS, Class M-2AT or Class M-2AU Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M M-2A Notes, ; and (z) • any outstanding MAC Notes exchanged for Class M M-2B Notes in Combination 3 set forth on 10, 11, 12 or 13 described in Appendix II, the Class M-3I M-2BI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M M-2B Notes and the Class M- 3F M-2BR, Class M-2BS, Class M-2BT or Class M-2BU Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M M-2B Notes.

Voting and Direction Rights of MAC Notes. In the event that Class M M-2A or Class M- 2B Notes have been exchanged for MAC NotesNotes (including any MAC Notes further exchanged for other MAC Notes pursuant to Combination 2, 3, 4 or 5), the Holders of such MAC Notes will be entitled to exercise all the voting and direction rights that are allocated to such exchanged Class M M-2A or Class M-2B Notes and the outstanding balances of such MAC Notes will be used to determine if the requisite percentage of Holders under this Agreement has voted or given direction; provided that with respect to (x) to:  any outstanding MAC Notes exchanged for Class M M-2 Notes in Combination 1 set forth on Appendix II2, the Class M-1I Notes so exchanged will be entitled to exercise 1% of the total voting 3, 4 or direction rights that were allocated to such exchanged Class M Notes and the Class M-1F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes, (y) any outstanding MAC Notes exchanged for Class M Notes 5 described in Combination 2 set forth on Appendix II, the Class M-2I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such the exchanged Class M M-2A and Class M-2B Notes that were exchanged for the Class M-2 Notes and the Class M-2F M-2R, Class M-2S, Class M-2T or Class M-2U Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to the Class M-2A and Class M-2B Notes that were exchanged for the Class M-2 Notes;  any outstanding MAC Notes exchanged for Class M-2A Notes in Combination 6, 7, 8 or 9 described in Appendix II, the Class M-2AI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M- 2A Notes and the Class M-2AR, Class M-2AS, Class M-2AT or Class M-2AU Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M M-2A Notes, ; and (z)  any outstanding MAC Notes exchanged for Class M M-2B Notes in Combination 3 set forth on 10, 11, 12 or 13 described in Appendix II, the Class M-3I M-2BI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M M-2B Notes and the Class M- 3F M-2BR, Class M-2BS, Class M-2BT or Class M-2BU Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M M-2B Notes.

Voting and Direction Rights of MAC Notes. In the event that Class M M-2A or Class M- 2B Notes have been exchanged for MAC NotesNotes (including any MAC Notes further exchanged for other MAC Notes pursuant to Combination 2, 3, 4 or 5), the Holders of such MAC Notes will be entitled to exercise all the voting and direction rights that are allocated to such exchanged Class M M-2A or Class M-2B Notes and the outstanding balances of such MAC Notes will be used to determine if the requisite percentage of Holders under this Agreement has voted or given direction; provided that with respect to (x) to:  any outstanding MAC Notes exchanged for Class M M-2 Notes in Combination 1 set forth on Appendix II2, the Class M-1I Notes so exchanged will be entitled to exercise 1% of the total voting 3, 4 or direction rights that were allocated to such exchanged Class M Notes and the Class M-1F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes, (y) any outstanding MAC Notes exchanged for Class M Notes 5 described in Combination 2 set forth on Appendix II, the Class M-2I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such the exchanged Class M M- 2A and Class M-2B Notes that were exchanged for the Class M-2 Notes and the Class M-2F M- 2R, Class M-2S, Class M-2T or Class M-2U Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to the Class M-2A and Class M-2B Notes that were exchanged for the Class M-2 Notes;  any outstanding MAC Notes exchanged for Class M-2A Notes in Combination 6, 7, 8 or 9 described in Appendix II, the Class M-2AI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M-2A Notes and the Class M-2AR, Class M-2AS, Class M-2AT or Class M-2AU Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M M-2A Notes, ; and (z)  any outstanding MAC Notes exchanged for Class M M-2B Notes in Combination 3 set forth on 10, 11, 12 or 13 described in Appendix II, the Class M-3I M-2BI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M M-2B Notes and the Class M- 3F M-2BR, Class M-2BS, Class M-2BT or Class M-2BU Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M M-2B Notes.

Voting and Direction Rights of MAC Notes. In the event that Class M M-2A or Class M- 2B Notes have been exchanged for MAC NotesNotes (including any MAC Notes further exchanged for other MAC Notes pursuant to Combination 2, 3, 4 or 5), the Holders of such MAC Notes will be entitled to exercise all the voting and direction rights that are allocated to such exchanged Class M M-2A or Class M-2B Notes and the outstanding balances of such MAC Notes will be used to determine if the requisite percentage of Holders under this Agreement has voted or given direction; provided that with respect to (x) to: • any outstanding MAC Notes exchanged for Class M M-2 Notes in Combination 1 set forth on Appendix II2, the Class M-1I Notes so exchanged will be entitled to exercise 1% of the total voting 3, 4 or direction rights that were allocated to such exchanged Class M Notes and the Class M-1F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes, (y) any outstanding MAC Notes exchanged for Class M Notes 5 described in Combination 2 set forth on Appendix II, the Class M-2I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such the exchanged Class M M- 2A and Class M-2B Notes that were exchanged for the Class M-2 Notes and the Class M-2F M- 2R, Class M-2S, Class M-2T or Class M-2U Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to the Class M-2A and Class M-2B Notes that were exchanged for the Class M-2 Notes; • any outstanding MAC Notes exchanged for Class M-2A Notes in Combination 6, 7, 8 or 9 described in Appendix II, the Class M-2AI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M-2A Notes and the Class M-2AR, Class M-2AS, Class M-2AT or Class M-2AU Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M M-2A Notes, ; and (z) • any outstanding MAC Notes exchanged for Class M M-2B Notes in Combination 3 set forth on 10, 11, 12 or 13 described in Appendix II, the Class M-3I M-2BI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M M-2B Notes and the Class M- 3F M-2BR, Class M-2BS, Class M-2BT or Class M-2BU Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M M-2B Notes.

Voting and Direction Rights of MAC Notes. In the event that Class M M-2A or Class M- 2B Notes have been exchanged for MAC NotesNotes (including any MAC Notes further exchanged for other MAC Notes pursuant to Combination 2, 3, 4 or 5), the Holders of such MAC Notes will be entitled to exercise all the voting and direction rights that are allocated to such exchanged Class M M-2A or Class M-2B Notes and the outstanding balances Class Principal Balances or Notional Principal Amounts, as applicable, of such MAC Notes will be used to determine if the requisite percentage of Holders under this Agreement has voted or given direction; provided that with respect to (x) to:  any outstanding MAC Notes exchanged for Class M M-2 Notes in Combination 1 set forth on Appendix II2, the Class M-1I Notes so exchanged will be entitled to exercise 1% of the total voting 3, 4 or direction rights that were allocated to such exchanged Class M Notes and the Class M-1F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes, (y) any outstanding MAC Notes exchanged for Class M Notes 5 described in Combination 2 set forth on Appendix II, the Class M-2I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such the exchanged Class M M-2A and Class M-2B Notes that were exchanged for the Class M-2 Notes and the Class M-2F M-2R, Class M-2S, Class M-2T or Class M-2U Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to the Class M-2A and Class M-2B Notes that were exchanged for the Class M-2 Notes;  any outstanding MAC Notes exchanged for Class M-2A Notes in Combination 6, 7, 8 or 9 described in Appendix II, the Class M-2AI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M- 2A Notes and the Class M-2AR, Class M-2AS, Class M-2AT or Class M-2AU Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M M-2A Notes, ; and (z)  any outstanding MAC Notes exchanged for Class M M-2B Notes in Combination 3 set forth on 10, 11, 12 or 13 described in Appendix II, the Class M-3I M-2BI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M M-2B Notes and the Class M- 3F M-2BR, Class M-2BS, Class M-2BT or Class M-2BU Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M M-2B Notes.

Voting and Direction Rights of MAC Notes. In the event that Class M M-2A or Class M- 2B Notes have been exchanged for MAC NotesNotes (including any MAC Notes further exchanged for other MAC Notes pursuant to Combination 2, 3, 4 or 5), the Holders of such MAC Notes will be entitled to exercise all the voting and direction rights that are allocated to such exchanged Class M M-2A or Class M-2B Notes and the outstanding balances Class Principal Balances or Notional Principal Amounts, as applicable, of such MAC Notes will be used to determine if the requisite percentage of Holders under this Agreement has voted or given direction; provided that with respect to (x) to: • any outstanding MAC Notes exchanged for Class M M-2 Notes in Combination 1 set forth on Appendix II2, the Class M-1I Notes so exchanged will be entitled to exercise 1% of the total voting 3, 4 or direction rights that were allocated to such exchanged Class M Notes and the Class M-1F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes, (y) any outstanding MAC Notes exchanged for Class M Notes 5 described in Combination 2 set forth on Appendix II, the Class M-2I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such the exchanged Class M M-2A and Class M-2B Notes that were exchanged for the Class M-2 Notes and the Class M-2F M-2R, Class M-2S, Class M-2T or Class M-2U Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to the Class M-2A and Class M-2B Notes that were exchanged for the Class M-2 Notes; • any outstanding MAC Notes exchanged for Class M-2A Notes in Combination 6, 7, 8 or 9 described in Appendix II, the Class M-2AI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M- 2A Notes and the Class M-2AR, Class M-2AS, Class M-2AT or Class M-2AU Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M M-2A Notes, ; and (z) • any outstanding MAC Notes exchanged for Class M M-2B Notes in Combination 3 set forth on 10, 11, 12 or 13 described in Appendix II, the Class M-3I M-2BI Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M M-2B Notes and the Class M- 3F M-2BR, Class M-2BS, Class M-2BT or Class M-2BU Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M M-2B Notes.

Voting and Direction Rights of MAC Notes. In the event that Class M Original Notes have been exchanged for MAC Notes, the Holders of such MAC Notes will be entitled to exercise all the voting and direction rights that are allocated to such exchanged Class M Original Notes and the outstanding balances of such MAC Notes will be used to determine if the requisite percentage of Holders under this Agreement has voted or given direction; provided that with respect to (x) any outstanding MAC Notes exchanged for Class M Original Notes in Combination 1 set forth on Appendix II, the Class M-1I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M Original Notes and the Class M-1F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes, Original Notes and (y) any outstanding MAC Notes exchanged for Class M Original Notes in Combination 2 set forth on Appendix II, the Class M-2I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M Original Notes and the Class M-2F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Notes, and (z) any outstanding MAC Notes exchanged for Class M Notes in Combination 3 set forth on Appendix II, the Class M-3I Notes so exchanged will be entitled to exercise 1% of the total voting or direction rights that were allocated to such exchanged Class M Notes and the Class M- 3F Notes so exchanged will be entitled to exercise 99% of the total voting or direction rights that were allocated to such exchanged Class M Original Notes.