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<br />1206. Bondholders' Direction of Proceedings. Anything in this <br />Res.olution to "the contrary notwithstanding, the H.olders of the majority in <br />principal amount of the Bonds then Outstanding shall have the right, by an <br />instrument or concurrent instruments in writing executed and delivered to the <br />Trustee, to direct the method of conducting all remedial proceedings to be <br />taken by the Trustee hereunder; provided that such direction shall n.ot be <br />otherwise than in accordance with law or the provisi.ons of this Resolution, <br />and that the Trustee shall have the right to decline to foll.ow any such <br />direction which in the opinion of the Trustee would be unjustly prejudicial to <br />Bondholders not parties to such direction. <br /> <br />1207. Limitation.on Rights of B.ondholders. N.o Holder .of any Bond shall <br />have any right t.o institute any suit, action or other proceeding hereunder, or <br />f.or the protection or enforcement of any right under this Resolution or any <br />right under law unless such Holder shall have given to the Trustee written <br />notice of the Event of Default or breach .of duty on account of which such <br />suit, action or pr.oceeding is t.o be taken, and unless the H.olders of not less <br />than twenty-five percent (25%) in principal am.ount of the Bonds then <br />Outstand i ng shall have made wr i tten request of the Trustee after the ri ght to <br />exercise such powers or right of action, as the case may be, shall have <br />accrued, and shall have afforded the Trustee a reasonable opportunity either <br />to proceed to exercise the powers herein granted or granted under law or to <br />institute such action, suit or proceeding in its name and unless, also, there <br />shall have been offered to the Trustee reasonable security and indemnity <br />against the costs, expenses and liabilities to be incurred therein or thereby, <br />and the Trustee shall have refused or neglected to comply with such request <br />within a reasonable time; and such notificati.on, request and offer of <br />indemnity are hereby declared in every such case, at the option of the <br />Trustee, to be c.onditions precedent to the execution of the powers under this <br />Resolution or for any other remedy hereunder or under law. It is understood <br />and intended that no one or IOOre Holders .of the B.onds hereby secured shall <br />have any right in any manner whatever by his or their. action to affect, <br />disturb or prejudice the security of this Res.olution, or to enforce any right <br />hereunder or under law with respect to the Bonds or this Resolution, except in <br />the manner herein provided, and that all proceedings shall be instituted, had <br />and maintained in the manner herein provided and for the benefit of all <br />Holders of the Outstanding Bonds and coupons. <br /> <br />Anything to the contrary notwithstanding contained in this Section 1207, <br />or any other provision of this Resolution, each Holder of any Bond by his <br />acceptance thereof shall be deemed to have agreed that any court in its <br />discretion may require, in any suit for the enforcement of any right or remedy <br />under the Res.olution or any Supplemental Resolution, or in any suit against <br />the Trustee for any action taken or omitted by it as Trustee, the filing by <br />any party litigant in such suit of an undertaking to pay the reasonable costs <br />of such suit, and that such court may in its discretion assess reasonable <br />costs, including reasonable attorneys' fees, against any party litigant in any <br />such suit, having due regard to the merits and good faith .of the claims or <br />defenses made by such litigant; but the provisions of this paragraph shall n.ot <br />apply to any suit instituted by the Trustee, to any suit instituted by any <br /> <br />59 <br /> <br />. <br /> <br />. <br /> <br />. <br /> <br />. <br /> <br />. <br />