Common use of Control by Noteholders Clause in Contracts

Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes representing at least a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing at least a majority of the Outstanding Amount of the Controlling Securities 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: (i) such direction shall not be in conflict with any rule of law or with this IndentureIndenture or other Basic Documents; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Controlling Securities; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Controlling Securities to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount Security Balances of 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Required Holders of Notes representing a majority of the Outstanding Amount 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority 50% of the Outstanding Amount of the Controlling Securities 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Controlling Securities; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Controlling Securities to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Notes representing not less than a majority of the Outstanding Amount of the 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, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by all the Holders of Notes representing not less than 100% of the Outstanding AmountNoteholders; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 further, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders Noteholder(s) not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding Amount; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority of the principal amount of the Notes Outstanding Amount 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: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amountprincipal amount of the Notes Outstanding; (iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the principal amount of the Notes Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (ivd) 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 6.016.1, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount shall Note Balance of the Controlling Class 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: (ia) such direction shall does not be in conflict with any rule of law or with this Indenture; (iib) subject to the terms of except as provided in Section 5.045.6(b), any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall Collateral must be made by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountNote Balance of the Controlling Class; (iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such SectionSection 5.7, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount Note Balance of the Controlling Class to sell or liquidate the Owner Trust Estate shall Collateral will be of no force and effect; and (ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such directiondirection from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.015.13, the Indenture Trustee need not take any action for which that it will not be adequately indemnified or determines might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing at least a majority of the Outstanding Amount of the Controlling Securities 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Controlling Securities; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Controlling Securities to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Noteholders of Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Required Holders of Notes representing a majority of the Outstanding Amount 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 TrusteeTrustee (in all events subject to Section 6.02(f)); provided that: (ia) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture; (iib) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (ivd) 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 for which that it will not be adequately indemnified or determines might materially adversely affect the rights of any Noteholders not consenting to such actioninvolve it in liability.

Control by Noteholders. The If the Trustee is the Controlling Party, the Holders of Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines, in its sole discretion, 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 Noteholders of Notes representing evidencing not less than a majority of the principal amount of the Notes Outstanding Amount shall have the right right, subject to Section 6.2(f), 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: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders holders of Notes representing evidencing not less than 100% of the Outstanding Amountprincipal amount of the Notes Outstanding; (iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such SectionSection 5.5, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing evidencing less than 100% of the principal amount of the Notes Outstanding Amount to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (ivd) 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 SectionSection 5.11, subject to Section 6.016.1, the Indenture Trustee need not take any action that it determines might involve it in costs or expenses for which it will would not be adequately indemnified or expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), 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: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and (iib) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% the applicable percentage of the Outstanding Amount; (iii) if Amount of the conditions Notes set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect5.04(c)(iv); and (ivc) 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 for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount Note Balances of 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% a majority of the Outstanding AmountNote Balances of Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects is directed to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% a majority of the Outstanding Amount Note Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Notes representing not less than a majority of the Outstanding Amount of the 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, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by all the Holders of Notes representing not less than 100% of the Outstanding AmountNoteholders; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders Noteholder(s) not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority evidencing not less than 51% of the Outstanding Amount Note Balance of the 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, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing evidencing not less than 100% of the Outstanding AmountNote Balance; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing evidencing less than 100% of the Outstanding Amount Note Balance to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount Majority 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 provided, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing evidencing not less than 100% of the Outstanding AmountNote Balance; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing evidencing less than 100% of the Outstanding Amount Note Balance to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Majority Priority Highest Classes Notes representing a majority of the Outstanding Amount 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: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.04 hereof, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountVoting Interests of all Classes of Notes Outstanding; (iiic) if the conditions set forth in Section 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Voting Interests of all Classes of Notes Outstanding Amount to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (ivd) 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 the Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.01 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount aggregate Note Balance of 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amountaggregate Note Balance of Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount aggregate Note Balance of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Except as otherwise provided in Section 5.02, the Holders of Notes representing a majority of the Outstanding Amount Balance of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountBalance of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Balance of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (iv) 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 the Noteholders set forth in this Section, subject to Section 6.016.01(g), the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Noteholders of Notes representing a majority of the Outstanding Amount of the Controlling 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, that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Controlling Notes; (iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Controlling Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (ivd) 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 for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount aggregate Note Principal Balances of 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 (subject to the Indenture Trustee's right to receive indemnity, as provided herein); provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% Note Principal Balances of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effectNotes; and (iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such directiondirection of the Holders of Notes representing a majority of the Note Principal Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, 5.11 the Indenture Trustee need not take any action for which that it will not be adequately indemnified deems unduly prejudicial to any Noteholder or that it determines might materially adversely affect the rights of any Noteholders not consenting subject it to such actionliability.

Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount of the 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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; and provided, further, that, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Except as otherwise provided in Section 5.02, the Holders of Notes representing a majority of the Outstanding Amount Balance of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountBalance of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Balance of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (iv) 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 the Noteholders set forth in this Section, subject to Section 6.016.01(h), the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Except as otherwise provided in Section 5.02, the Holders of Notes representing a majority of the Outstanding Amount Balance of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% [100]% of the Outstanding AmountBalance of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% [100]% of the Outstanding Amount Balance of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (iv) 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 the Noteholders set forth in this Section, subject to Section 6.016.01(g), the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount Security Balances of 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 exer cising any trust or power conferred on the Indenture Trustee; provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Noteholders of Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding 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: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and; (ivd) 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 ; and (e) such direction shall be in this Sectionwriting; provided, further, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority [Subject to the rights of the Outstanding Amount Securities Insurer under Section 11.18 hereof,] the Majority 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 provided, however, that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.04 hereof, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountNotes Outstanding; (iiic) if the conditions set forth in Section 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Notes Outstanding Amount to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (ivd) 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 the Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.01 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the Notes (or, if less than all Classes are affected, the affected Class or Classes) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Note Trustee with respect to the Notes of such Class or Classes or exercising any trust or power conferred on the Indenture TrusteeNote Trustee with respect to such Class or Classes; provided provided, however, that: (i) such direction shall not be in conflict with any rule of law or with this Note Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Note Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% 100 percent of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Note Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Note Trustee by the Holders of Notes representing less than 100% 100 percent of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Noteholders of Notes representing a majority of the Outstanding Amount of the Controlling 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, that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Controlling Notes; (iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Controlling Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (ivd) 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 for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount Voting Rights of 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% a majority of the Outstanding AmountVoting Rights of Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects is required to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% a majority of the Outstanding Amount Voting Rights of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not -------- ------- take any action for which that it will not be adequately indemnified 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 Required Holders of Notes representing a majority of the Outstanding Amount 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 TrusteeTrustee (in all events subject to Section 6.02(f)); provided that: (ia) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture; (iib) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (ivd) 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 for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes representing at least a majority of the Outstanding Amount of the 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, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Required Holders of Notes representing a majority of the Outstanding Amount 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 TrusteeTrustee (in all events subject to Section 6.02(f)); provided that: (i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Majority Highest Priority ---------------------- Class 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: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.05, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iiic) if the conditions set forth in Section 5.05 5.06 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Highest Priority Class Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (ivd) 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 the Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the 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 that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such SectionSection 5.05, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (ivd) 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 the Noteholders set forth in this SectionSection 5.11, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Noteholders of Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority 66 2/3% of the Outstanding Amount of the 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 that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.4 above, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be in writing by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iiic) if the conditions set forth in Section 5.05 5.5 above have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such SectionSection 5.5, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (ivd) 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 the Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.1 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount aggregate Note Principal Balances of 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 (subject to the Indenture Trustee’s right to receive indemnity, as provided herein); provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.04, 5.04 any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% Note Principal Balances of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effectNotes; and (ivc) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such directiondirection of the Holders of Notes representing a majority of the Note Principal Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.015.11, the Indenture Trustee need not take any action for which that it will not be adequately indemnified deems unduly prejudicial to any Noteholder or that it determines might materially adversely affect the rights of any Noteholders not consenting subject it to such actionliability.

Control by Noteholders. The Required Holders of Notes representing a majority of the Outstanding Amount 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 TrusteeTrustee (in all events subject to Section 6.02(f)); provided that: (i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (iv) 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 SectionSection 5.12, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority evidencing not less than 51% of the Outstanding Amount Note Balance 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any written direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing evidencing not less than 100% of the Outstanding AmountNote Balance; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Sectionsection, then any written direction to the Indenture Trustee by the Holders of Notes representing evidencing less than 100% of the Outstanding Amount Note Balance to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 SectionSection 5.11, subject to Section 6.016.1, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Security Balances of 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 If the Trustee is the Controlling Party, the Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Trustee to cause the Indenture Trustee Collateral Agent to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to cause the Indenture Collateral Agent to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount ---------------------- Security Balances of 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Notes representing a majority Subject to the rights of the Outstanding Amount Securities Insurer under Section 11.18 hereof, the Majority 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 provided, however, that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.04 hereof, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountNotes Outstanding; (iiic) if the conditions set forth in Section 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Notes Outstanding Amount to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (ivd) 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 the Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.01 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Noteholders of Notes representing a majority of the Outstanding Amount of the Directing 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders Noteholders of Notes representing not less than 10066-2/3% of the Outstanding AmountAmount of Directing Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 10066-2/3% of the Outstanding Amount of Directing Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and; (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount aggregate Note Principal Balances of 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 (subject to the Indenture Trustee's right to receive indemnity, as provided herein); provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% Note Principal Balances of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effectNotes; and (iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. direction of the Holders of Notes representing a majority of the Note Principal Balances of the Notes. (iv) Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, 5.11 the Indenture Trustee need not take any action for which that it will not be adequately indemnified deems unduly prejudicial to any Noteholder or that it determines might materially adversely affect the rights of any Noteholders not consenting subject it to such actionliability.

Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Note Principal Balances of Notes shall have the right (subject to the provisions of Section 5.06) 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountNote Principal Balances of Notes; (iii) if the conditions set forth in Section 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Note Principal Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 If the Indenture Trustee is the Controlling Party, the Holders of Notes representing a majority of the Outstanding Amount Note Majority 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountNote Balance; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Note Balance to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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; and provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not reasonably determines might involve it in liability or would reasonably be adequately indemnified or might expected to materially adversely affect the rights of any Noteholders Noteholder(s) not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority of the principal amount of the Notes Outstanding Amount 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: : (ia) such direction shall not be in conflict with any rule of law or with this Indenture; ; (iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount; principal amount of the Notes Outstanding; (iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the principal amount of the Notes Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and and (ivd) 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 6.016.1, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100[___]% of the Outstanding Amount; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100[___]% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders holders of Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of (i) any Noteholders holders of the Notes not consenting to such action.

Control by Noteholders. The If the Trustee is the Controlling Party, the Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Noteholders of Notes representing at least a majority of the Outstanding Amount of the Controlling Class shall have the right to direct in writing 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: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.4 hereof, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of all of the Notes; (iiic) if the conditions set forth in Section 5.05 5.5 hereof have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Sectionsection, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of all of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (ivd) 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 6.016.1 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority evidencing ---------------------- not less than 51% of the Outstanding Amount Note Balance 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:: -------- ------- (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any written direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing evidencing not less than 100% of the Outstanding AmountNote Balance; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Sectionsection, then any written direction to the Indenture Trustee by the Holders of Notes representing evidencing less than 100% of the Outstanding Amount Note Balance to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 SectionSection 5.11, subject to Section 6.016.1, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Security Balances of 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.03, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes; (iii) if the conditions set forth in Section 5.05 5.04 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Noteholders of Notes representing a majority of the Outstanding Amount of the 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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; and PROVIDED, FURTHER, that, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of Subject to Section 5.16(b), the Outstanding Amount Majority 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines might involve it in personal liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Subject to the rights of the Insurer pursuant to Section 12.01, the Holders of Notes representing a majority of the Outstanding Amount Voting Rights of 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% a majority of the Outstanding AmountVoting Rights of Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects is required to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% a majority of the Outstanding Amount Voting Rights of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by the Issuer, NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by the Issuer NARC II, NMAC or any of their Affiliates), 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: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and (iib) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% the applicable percentage of the Outstanding Amount; (iii) if Amount of the conditions Notes set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect5.04(c)(iv); and (ivc) 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 for which that it will not be adequately indemnified 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 Notes representing a majority of If the Outstanding Amount Security Majority is the ---------------------- Controlling Party, the Security Majority shall have the right to direct the time, method and place of conducting any Proceeding 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Property shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Property pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Property shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action that it determines might involve it in liability for which it will has not be adequately indemnified received adequate indemnity or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes representing at least a majority of the Outstanding Amount of the Controlling 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:, (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of all of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of all of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by the Issuer, NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by the Issuer, NARC II, NMAC or any of their Affiliates), 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: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and (iib) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% the applicable percentage of the Outstanding Amount; (iii) if Amount of the conditions Notes set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect5.04(c)(iv); and (ivc) 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 for which that it will not be adequately indemnified 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 Notes representing a majority 66-2/3% of the Outstanding Amount of the 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 that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.4 above, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be in writing by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iiic) if the conditions set forth in Section 5.05 5.5 above have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such SectionSection 5.5, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (ivd) 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 the Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.1 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Required Holders of Notes representing a majority of the Outstanding Amount 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 TrusteeTrustee (in all events subject to Section 6.02(f)); provided that: (i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Indenture Collateral shall be by the Holders of Notes Noteholders representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Indenture Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes Noteholders representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Indenture Collateral shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The If the Trustee is the Controlling Party, the Holders of Notes representing a majority of the Outstanding Amount of the Notes, voting together 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines, in its sole discretion, 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 Notes representing a majority of the Outstanding Amount Majority 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 provided, that: (i) such direction shall not be in conflict with any rule of law Law or with this Indenture; (ii) such rights shall be subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount5.4(a)(iv); (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any written direction to the Indenture Trustee by the Holders of Notes Noteholders representing less than one hundred percent (100% %) of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and; (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; and (v) the Majority Noteholders have offered to the Indenture Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such direction. Notwithstanding the rights of Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such actionaction or the rights of any Hedge Counterparties.

Control by Noteholders. The Holders Controlling Party of Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (iv) 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 for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Majority Highest Priority Class 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 provided, however, that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.04 hereof, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountVoting Interests of all Class of Notes Outstanding; (iiic) if the conditions set forth in Section 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Highest Priority Class Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (ivd) 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 the Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.01 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section SECTION 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section SECTION 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 SECTION 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Noteholders of Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Required Holders of Notes representing a majority of the Outstanding Amount 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 TrusteeTrustee (in all events subject to Section 6.02(f)); provided PROVIDED that: (i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount shall Note Balance of a Series have the right to direct the time, method and place of conducting any Proceeding in respect of such Series for any remedy available to the Indenture Trustee with respect to the related Notes or exercising any trust or power conferred on the Indenture TrusteeTrustee with respect to the related Notes; provided provided, that: (ia) such direction shall does not be in conflict with any rule of law or with this IndentureIndenture or the related Indenture Supplement; (iib) subject to the terms of except as provided in Section 5.045.6(b), any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall Collateral allocable to a Series must be made by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountNote Balance of such Series; (iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral allocable to a Series pursuant to such SectionSection 5.7, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount Note Balance of such Series to sell or liquidate the Owner Trust Estate shall such Collateral will be of no force and effect; and (ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such directiondirection from the Noteholders of a majority of the Note Balance of such Series. Notwithstanding the rights of Noteholders of a Series set forth in this Section, subject to Section 6.015.13, the Indenture Trustee need not take any action for which that it will not be adequately indemnified or determines might materially adversely affect the rights of any Noteholders of such Series not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding 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: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of the Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of the Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and; (ivd) the Indenture Trustee may take any other action deemed proper necessary by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth ; and (e) such direction shall be in this Sectionwriting; provided, further, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the 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 that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (ivd) 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 the Securities Insurer and the Noteholders set forth in this Section, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount 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: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Noteholders of Notes representing a majority ---------------------- of the Outstanding Amount of the 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 that:that -------- (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need -------- ------- not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the 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 that:: 37 (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the [Controlling] Notes shall have the right to direct the time, method and place of conducting any Proceeding 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: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of the Notes representing not less than 100% of the Outstanding AmountAmount of the [Controlling] Notes; (iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of the Notes representing less than 100% of the Outstanding Amount of the [Controlling] Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and; (ivd) 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 ; and (e) such direction shall be in this Sectionwriting; provided, further, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount Security Balances of 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders Note-holders not consenting to such action.

Control by Noteholders. The Holders of Notes representing not less than a majority of the Outstanding Amount of the 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, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by all the Holders of Notes representing not less than 100% of the Outstanding AmountNoteholders; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders Noteholder(s) not consenting to such action.

Control by Noteholders. The Required Holders of Notes representing a majority of the Outstanding Amount 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: (i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes representing a majority of ---------------------- the Outstanding Amount Security Balances of 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified 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 Required Holders of Notes representing a majority of the Outstanding Amount 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 TrusteeTrustee (in all events subject to Section 6.02(f)); provided that: (i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount outstanding principal amount of the Notes comprising the Controlling 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 provided, however, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding Amountoutstanding principal amount of the Notes comprising the Controlling Class; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount outstanding principal amount of the Notes comprising the Controlling Class to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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; and provided, further, that, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the 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 that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (ivd) 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 the Securities Insurer and the Noteholders set forth in this Section, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Notes representing a majority of the Outstanding Amount of the Notes (or, if less than all Classes are affected, the affected Class or Classes) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Note Trustee with respect to the Notes of such Class or Classes or exercising any trust or power conferred on the Indenture TrusteeNote Trustee with respect to such Class or Classes; provided provided, however, that: (ia) such direction shall not be in conflict with any rule of law or with this Note Indenture; (iib) subject to the express terms of Section 5.04, any direction to the Indenture Note Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% 100 percent of the Outstanding AmountAmount of the Notes; (iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Note Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Note Trustee by the Holders of Notes representing less than 100% 100 percent of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and (ivd) 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 for which that it will not be adequately indemnified or determines might materially adversely affect the rights of any Noteholders not consenting to such actioninvolve it in liability.

Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and; (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; and (v) such Holders shall have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities it may incur in complying 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 for which that it will not be adequately indemnified determines might involve it in liability (financial or otherwise) or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Required Holders of Notes representing a majority of the Outstanding Amount 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 TrusteeTrustee (in all events subject to subsection 6.02(f)); provided provided, that: (i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Indenture Collateral shall be by the Holders of Notes Noteholders representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Indenture Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes Noteholders representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Indenture Collateral shall be of no force and effect; and (iv) 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 for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders Noteholders of Notes representing not less than 10066-2/3% of the Outstanding AmountAmount of the Notes of each Series; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 10066-2/3% of the Outstanding Amount of the Notes of each Series to sell or liquidate the Owner Trust Estate shall be of no force and effect; and; (iv) 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 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified 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 Noteholders of Notes representing a majority of the Outstanding Amount of the 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 that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes; (iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and (iv) 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; 14.1 Indenture provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.