Common use of Control by Noteholders Clause in Contracts

Control by Noteholders. The Holders of Notes evidencing not less than 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Subject to the provisions of Notes evidencing Sections 5.06, 6.02(f) and 6.02(g), Noteholders holding not less than a majority of the Outstanding Amount of the Controlling Class Notes 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any written direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders (a) Except as otherwise expressly provided in this Indenture, the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount Principal Balance of the Controlling Class Notes shall have the right to (i) 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, (ii) accelerate the Notes pursuant to Section 5.2 after an Event of Default or exercising (iii) exercise any trust or power conferred on the Indenture Trustee; provided, however, that: (a) that such direction shall not be in conflict with any rule of law or with this Indenture; (b) ; provided, further, that, subject to the express terms of Section 5.46.1, any direction to the Indenture Trustee to sell or liquidate need not take any action that it determines might involve it in liability on the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders part of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to for which the Indenture Trustee by Holders is not indemnified to its satisfaction or might materially adversely affect the rights of Notes representing less than 100% of the Outstanding Amount of the Notes any Noteholder(s) not consenting to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the such action. The Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) No Noteholder shall have any right to institute any Proceeding, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Noteholder(s) of not less than 66-2/3% of the Outstanding Principal Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Noteholder(s) have offered to the Indenture Trustee indemnity reasonably acceptable to the Indenture Trustee against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding; (v) so long as any of the Notes remain Outstanding, no direction by other Noteholders inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders of 66-2/3% of the Outstanding Principal Balance of the Notes; (vi) with respect to any bankruptcy reorganization, arrangement, insolvency or liquidation proceedings, or similar proceedings under any United States Federal or State bankruptcy or similar law, the Noteholders representing not less than 66-2/3% of the Outstanding Principal Balance of each Class of Notes that remains Outstanding has consented thereto in writing; provided, howeverthat the foregoing shall not in any way limit the Noteholder’s rights to pursue any other creditor rights or remedies that the Noteholders may have for claims against the Issuer, thatit being understood and intended that no one or more Noteholder(s) shall have any right in any manner whatever by virtue of, subject or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholder or to obtain or to seek to obtain priority or preference over any other Noteholder(s) or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the other Noteholders. Nothing in this Section shall be construed as limiting the rights of otherwise qualified Noteholders to petition a court for the removal of an Indenture Trustee pursuant to Section 6.16.8 hereof. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Noteholders, each representing less than a majority of the Outstanding Principal Balance of the Notes, the Indenture Trustee need not take in its sole discretion may determine what action, if any, shall be taken, notwithstanding any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights other provisions of any Noteholders not consenting to such actionthis Indenture.

Control by Noteholders. The Holders Subject to the provisions of Notes evidencing Sections 5.06, 6.02(f) and 6.02(g), Noteholders holding not less than a majority of the Outstanding Amount of the Controlling Class Notes 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any written direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action, or is contrary to law or this Indenture.

Control by Noteholders. The Holders (a) Except as otherwise expressly provided in this Indenture, the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount Principal Balance of the Controlling Class Notes shall have the right to (i) 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, (ii) accelerate the Notes pursuant to Section 5.2 after an Event of Default or exercising (iii) exercise any trust or power conferred on the Indenture Trustee; provided, however, that: (a) that such direction shall not be in conflict with any rule of law or with this Indenture; (b) ; provided, further, that, subject to the express terms of Section 5.46.1, any direction to the Indenture Trustee to sell or liquidate need not take any action that it determines might involve it in liability on the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders part of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to for which the Indenture Trustee by Holders is not indemnified to its satisfaction or might materially adversely affect the rights of Notes representing less than 100% of the Outstanding Amount of the Notes any Noteholder(s) not consenting to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the such action. The Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) No Noteholder shall have any right to institute any Proceeding, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Noteholder(s) of not less than 66 2/3% of the Outstanding Principal Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Noteholder(s) have offered to the Indenture Trustee indemnity reasonably acceptable to the Indenture Trustee against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding; (v) so long as any of the Notes remain Outstanding, no direction by other Noteholders inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders of 66 2/3% of the Outstanding Principal Balance of the Notes; (vi) with respect to any bankruptcy reorganization, arrangement, insolvency or liquidation proceedings, or similar proceedings under any United States Federal or State bankruptcy or similar law, the Noteholders representing not less than 66 2/3% of the Outstanding Principal Balance of each Class of Notes that remains Outstanding has consented thereto in writing; provided, howeverthat the foregoing shall not in any way limit the Noteholder’s rights to pursue any other creditor rights or remedies that the Noteholders may have for claims against the Issuer, thatit being understood and intended that no one or more Noteholder(s) shall have any right in any manner whatever by virtue of, subject or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholder or to obtain or to seek to obtain priority or preference over any other Noteholder(s) or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the other Noteholders. Nothing in this Section shall be construed as limiting the rights of otherwise qualified Noteholders to petition a court for the removal of an Indenture Trustee pursuant to Section 6.16.8 hereof. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Noteholders, each representing less than a majority of the Outstanding Principal Balance of the Notes, the Indenture Trustee need not take in its sole discretion may determine what action, if any, shall be taken, notwithstanding any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights other provisions of any Noteholders not consenting to such actionthis Indenture.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Majority Controlling Class Noteholders 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Controlling Class Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (dc) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of the Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action. The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request, order or direction of any of the Majority Controlling Class Noteholders, unless such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request, order or direction.

Control by Noteholders. (a) The Holders of Notes evidencing representing not less than a majority of the Outstanding Amount aggregate Note Balance of the Controlling Class Notes 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be given by the Holders of Notes representing not less than 100% of the Outstanding Amount aggregate Note Balance of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount aggregate Note Balance of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and or effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided. Notwithstanding the rights of the Noteholders as set forth in this Subsection, however, that, and subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause subject it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially and adversely affect the rights of any Noteholders not consenting thereto unless the Indenture Trustee has received indemnity satisfactory to such actionit from a Noteholder.

Control by Noteholders. The Holders Subject to the provisions of Notes evidencing Sections 5.06, 6.02(d) and 6.02(e), Noteholders holding not less than 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 with respect to the exercise of any trust or power conferred on the Indenture Trustee; provided, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to to, sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be made by the Holders of Notes representing Noteholders holding not less than 100% of the Outstanding Amount of the NotesAmount; (c) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to such Section, and except in the case of a sale of the Trust Estate pursuant to Section 5.52.19 of the Servicing Agreement, then any direction to the Indenture Trustee by Holders of Notes representing Noteholders holding less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause expose it to incur any personal liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount aggregate Note Balance of the Controlling Class Notes 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding Amount aggregate Note Balance of the Notes; (c) if the conditions set forth in Section 5.5 5.05 shall have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders Noteholders of Notes representing less than 100% of the Outstanding Amount aggregate Note Balance of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines (in its sole discretion) might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action, unless the Trustee has received satisfactory indemnity from a Noteholder.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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, however, that: (ai) such direction shall not be in conflict with any rule of law Law or with this Indenture; (bii) such rights shall be subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes5.4(a)(iv); (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any written direction to the Indenture Trustee by Holders of Notes representing less than one hundred percent (100% %) of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and; (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; providedand (v) the Majority Noteholders have offered to the Indenture Trustee indemnity satisfactory to it against the costs, however, thatexpenses and liabilities to be incurred in complying with such direction. Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which 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 Subject to the provisions of Notes evidencing Sections 5.6, 6.2(d), 6.2(e) and 6.2(f), Noteholders holding not less than a majority of the Outstanding Note 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 with respect to the exercise of any trust or power conferred on the Indenture Trustee; provided, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be made by the Holders of Notes representing Noteholders holding not less than 100% of the Outstanding Amount of the NotesNote Amount; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to such Section, and except in the case of a sale of the Trust Estate pursuant to Section 5.59.2 of the Trust Agreement, then any direction to the Indenture Trustee by Holders of Notes representing Noteholders holding less than 100% of the Outstanding Note Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause expose it to incur any personal liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Insurer (so long as no Insurer Default exists) or if an Insurer Default exists the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Notes of a Group, if only one Class is affected thereby, or not less than a majority of the sum of the Outstanding Amounts of each Class of Notes affected thereby, with the consent of the Insurer, 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.4 above, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be in writing by the Insurer (so long as no Insurer Default exists) or the Holders of Notes representing not less than 100% of the Outstanding Amount of the NotesNotes with the consent of the Insurer; (c) if the conditions set forth in Section 5.5 above have been satisfied and the Indenture Trustee elects to retain the Collateral for the Groups pursuant to such Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount Amounts of the Notes Notes, to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of the Noteholders set forth in this Section 5.11, subject to Section 6.16.1 hereof, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (ay) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (bz) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount aggregate Note Balance of the Controlling Class Notes 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding Amount aggregate Note Balance of the Notes; (c) if the conditions set forth in Section 5.5 5.05 shall have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders Noteholders of Notes representing less than 100% of the Outstanding Amount aggregate Note Balance of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines (in its sole discretion) might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action, unless the Trustee has received satisfactory indemnity from the a Noteholder.

Control by Noteholders. The Holders of Notes evidencing With respect to the Notes, the Interested Noteholders, representing not less than a majority of the Outstanding Amount of the Controlling applicable Classes of Notes (or, in each case, if only one Class is affected thereby, a majority of the Outstanding Amount of such 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders the holders of Notes representing less than 100% of the Outstanding Amount of the Notes Notes, to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders holders of the Notes not consenting to such action.

Control by Noteholders. The Insurer (so long as no Insurer Default exists) or if an Insurer Default exists the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Notes with the consent of the Insurer, 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.4 above, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be in writing by the Insurer (so long as no Insurer Default exists) or the Holders of Notes representing not less than 100% of the Outstanding Amount of the NotesNotes with the consent of the Insurer; (c) if the conditions set forth in Section 5.5 above have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to such Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of the Noteholders set forth in this Section 5.11, subject to Section 6.16.1 hereof, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount aggregate Note Balance of Notes with the consent of the Controlling Class Credit Enhancer, or the Credit Enhancer (so long as no Credit Enhancer Default exists) 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount aggregate Note Balance of Notes with the consent of the NotesCredit Enhancer, or the Credit Enhancer (so long as no Credit Enhancer Default exists); (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount aggregate Note Balance of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing With respect to the Notes, the Interested Noteholders, representing not less than a majority of the Outstanding Amount of the Controlling applicable Classes of Notes (or, in each case, if only one Class is affected thereby, a majority of the Outstanding Amount of such 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders the holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders holders of the Notes not consenting to such action.

Control by Noteholders. The If the Indenture Trustee is the Controlling Party, the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Notes 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any written direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of ---------------------- the Outstanding Amount of the Controlling Class shall Voting Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, 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, however, that:: -------- ------- (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not -------- ------- take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is in not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Subject to the provisions of Notes evidencing Sections 5.06, 6.02(f) and 6.02(g), Noteholders holding not less than a majority of the Outstanding Amount of the Controlling Class Notes 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any written direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action, or is contrary to law.

Control by Noteholders. The Required Holders of Notes evidencing not less than 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 TrusteeTrustee (in all events subject to subsection 6.02(f)); provided, however, that: (ai) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Indenture Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Indenture Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Indenture Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders (a) Except as otherwise expressly provided in this Indenture, the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount Principal Balance of the Controlling Class Notes shall have the right to (i) 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, (ii) accelerate the Notes pursuant to Section 5.2 after an Event of Default or exercising (iii) exercise any trust or power conferred on the Indenture Trustee; provided, however, that: (a) that such direction shall not be in conflict with any rule of law or with this Indenture; (b) ; provided, further, that, subject to the express terms of Section 5.46.1, any direction to the Indenture Trustee to sell or liquidate need not take any action that it determines might involve it in liability on the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders part of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to for which the Indenture Trustee by Holders is not indemnified to its satisfaction or might materially adversely affect the rights of Notes representing less than 100% of the Outstanding Amount of the Notes any Noteholder(s) not consenting to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the such action. The Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) No Noteholder shall have any right to institute any Proceeding, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Noteholder(s) of not less than 66-2/3% of the Outstanding Principal Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Noteholder(s) have offered to the Indenture Trustee indemnity reasonably acceptable to the Indenture Trustee against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding; (v) so long as any of the Notes remain Outstanding, no direction by other Noteholders inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders of 66-2/3% of the Outstanding Principal Balance of the Notes; (vi) with respect to any bankruptcy reorganization, arrangement, insolvency or liquidation proceedings, or similar proceedings under any United States Federal or State bankruptcy or similar law, the Noteholders representing not less than 66-2/3% of the Outstanding Principal Balance of each Class of Notes that remains Outstanding has consented thereto in writing; provided, howeverthat the foregoing shall not in any way limit the Noteholder’s rights to pursue any other creditor rights or remedies that the Noteholders may have for claims against the Issuer, thatit being understood and intended that no one or more Noteholder(s) shall have any right in any manner whatever by virtue of, subject or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholder or to obtain or to seek to obtain priority or preference over any other Noteholder(s) or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the other Noteholders. Nothing in this Section shall be construed as limiting the rights of otherwise qualified Noteholders to petition a court for the removal of an Indenture Trustee pursuant to Section 6.16.8 hereof. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Outstanding Principal Balance of the Notes, the Indenture Trustee need not take in its sole discretion may determine what action, if any, shall be taken, notwithstanding any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights other provisions of any Noteholders not consenting to such actionthis Indenture.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount aggregate Note Balance of Notes (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) with the consent of the Controlling Class Credit Enhancer, or the Credit Enhancer (so long as no Credit Enhancer Default exists) 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount aggregate Note Balance of Notes, (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) with the consent of the NotesCredit Enhancer, or the Credit Enhancer (so long as no Credit Enhancer Default exists); (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount aggregate Note Balance of Notes, (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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 the Collateral or exercising any trust or power conferred on the Indenture Trustee; provided, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04(a)(iv) hereof, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing Percentage Interests of the Outstanding Notes of not less than 100% of the Outstanding Amount of the Notes%; (c) if the conditions set forth in Section 5.5 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing Percentage Interests of the Outstanding Notes of less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided. In connection with any sale of the Collateral in accordance with paragraph (c) above, howeverthe Majority Noteholders may, thatin their sole discretion appoint agents to effect the sale of the Collateral (such agents, “Sale Agents”), which Sale Agents may be Affiliates of any Noteholder. The Sale Agents shall be entitled to reasonable compensation in connection with such activities from the proceeds of such sale. Notwithstanding the rights of the Noteholders set forth in this Section 5.11, subject to Section 6.16.01 hereof, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Requisite Noteholders shall have the right to direct in writing 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this the Indenture; (b) if an Event of Default is with respect to less than all Series of Notes Outstanding, then the Indenture Trustee’s rights and remedies shall be limited to the rights and remedies pertaining only to those Series of Notes with respect to which such Event of Default has occurred and the Indenture Trustee shall exercise such rights and remedies at the direction of the Holders of more than 50% of the aggregate Invested Amounts of all Series of Notes with respect to which such Event of Default shall have occurred (or, if an Event of Default with respect to a single Series of Notes Outstanding shall have occurred, a Majority in Interest of such Series of Notes Outstanding); (c) subject to the express terms of Section 5.49.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the NotesAggregate Invested Amount; (cd) if the conditions set forth in Section 5.5 9.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Aggregate Invested Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Issuer Assets shall be of no force and effect; and; (de) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; and (f) such direction shall be in writing; provided, howeverfurther, that, subject to Section 6.110.1, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Insurer (so long as no Insurer Default has occurred and is continuing), or if an Insurer Default has occurred and is continuing, the Holders of Notes evidencing not less than a majority 66-2/3% of the Outstanding Amount of the Controlling Class Notes, 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.4 above, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be in writing by the Insurer (so long as no Insurer Default has occurred and is continuing) or the Holders of Notes representing not less than 100% of the Outstanding Amount of the NotesNotes with the consent of the Insurer (which consent shall not be unreasonably withheld); (c) if the conditions set forth in Section 5.5 above have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to such Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of the Noteholders set forth in this Section 5.11, subject to Section 6.16.1 hereof, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04(a)(iv) hereof, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing Percentage Interests of the Outstanding Notes of not less than 100% of the Outstanding Amount of the Notes%; (c) if the conditions set forth in Section 5.5 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing Percentage Interests of the Outstanding Notes of less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided. In connection with any sale of the Collateral in accordance with paragraph (c) above, howeverthe Majority Noteholders may, thatin their sole discretion appoint agents to effect the sale of the Collateral (such agents, “Sale Agents”), which Sale Agents may be Affiliates of any Noteholder. The Sale Agents shall be entitled to reasonable compensation in connection with such activities from the proceeds of such sale. Notwithstanding the rights of the Noteholders set forth in this Section 5.11, subject to Section 6.16.01 hereof, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing With respect to the Notes, the Interested Noteholders, representing not less than a majority of the Outstanding Amount of the Controlling applicable Classes of Notes (or, in each case, if only one Class is affected thereby, a majority of the Outstanding Amount of such 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, however, PROVIDED that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders the holders of Notes representing less than 100% of the Outstanding Amount of the Notes Notes, to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; providedPROVIDED, howeverHOWEVER, that, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders holders of the Notes not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04(a)(iv) hereof, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing Percentage Interests of the Outstanding Notes of not less than 100% of the Outstanding Amount of the Notes%; (c) if the conditions set forth in Section 5.5 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing Percentage Interests of the Outstanding Notes of less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided. In connection with any sale of the Collateral in accordance with paragraph (c) above, howeverthe Majority Noteholders may, thatin their sole discretion appoint agents to effect the sale of the Collateral (such agents, "Sale Agents"), which Sale Agents may be Affiliates of any Noteholder. The Sale Agents shall be entitled to reasonable compensation in connection with such activities from the proceeds of such sale. Notwithstanding the rights of the Noteholders set forth in this Section 5.11, subject to Section 6.16.01 hereof, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, 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, however, that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is in not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing) or if a Securities Insurer Default has occurred and is continuing, the holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Notes (or, if only one Class is affected thereby, of such Class) in the aggregate 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders holders of the Notes not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Requisite Noteholders shall have the right to direct in writing 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this the Indenture; (b) if an Event of Default is with respect to less than all Series of Notes Outstanding, then the Indenture Trustee’s rights and remedies shall be limited to the rights and remedies pertaining only to those Series of Notes with respect to which such Event of Default has occurred and the Indenture Trustee shall exercise such rights and remedies at the direction of the Holders of more than 50% of the aggregate Invested Amounts of all Series of Notes with respect to which such Event of Default shall have occurred (excluding any Notes held by the Issuer or an affiliate of the Issuer) (or, if an Event of Default with respect to a single Series of Notes Outstanding shall have occurred, a Majority in Interest of such Series of Notes Outstanding); (c) subject to the express terms of Section 5.49.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the NotesAggregate Invested Amount; (cd) if the conditions set forth in Section 5.5 9.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Aggregate Invested Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Issuer Assets shall be of no force and effect; and; (de) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; and (f) such direction shall be in writing; provided, howeverfurther, that, subject to Section 6.110.1, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Subject to Section 5.16(b), the ---------------------- Holders of Notes evidencing not less than representing at least a majority of the Outstanding Amount of the Controlling Class Notes 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in personal liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Subject to the provisions of Notes evidencing Sections 5.4, 5.6, 6.2(d) and 6.2(e), Noteholders holding not less than a majority of the Outstanding Amount of the Controlling Class Note Balance, shall have the right to direct in writing 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 with respect to the exercise of any trust or power conferred on the Indenture Trustee; provided, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of the proviso and the last sentence of Section 5.45.4(a), any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount aggregate outstanding principal amount of the Outstanding Notes unless the proceeds of such sale are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount aggregate outstanding principal amount of the Outstanding Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and; (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction, applicable law and the terms of this Indenture; and (e) such direction shall be in writing; provided, howeverfurther, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause expose it to incur any personal liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which 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 evidencing not less than a majority in aggregate principal amount of the Outstanding Amount outstanding Notes of the Controlling Class shall shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the outstanding Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the outstanding Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (ay) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (bz) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing With respect to the Notes, the Interested Noteholders, representing not less than a majority of the Outstanding Amount of the Controlling applicable Classes of Notes (or, in each case, if only one Class is affected thereby, a majority of the Outstanding Amount of such 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, however, provided that:: this Indenture; (ai) such direction shall not be in conflict with any rule of law or with this Indenture;with (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders the holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders holders of the Notes not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount aggregate Note Balance of Notes (for which purpose the Controlling Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount aggregate Note Balance of Notes (for which purpose the NotesClass A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount); (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount aggregate Note Balance of Notes (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders (a) Except as otherwise expressly provided in this Indenture, the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount Principal Balance of the Controlling Class Notes shall have the right to (i) 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, (ii) accelerate the Notes pursuant to Section 5.2 after an Event of Default or exercising (iii) exercise any trust or power conferred on the Indenture Trustee; provided, however, that: (a) that such direction shall not be in conflict with any rule of law or with this Indenture; (b) ; provided, further, that, subject to the express terms of Section 5.46.1, any direction to the Indenture Trustee to sell or liquidate need not take any action that it determines might involve it in liability on the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders part of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to for which the Indenture Trustee by Holders is not indemnified to its satisfaction or might materially adversely affect the rights of Notes representing less than 100% of the Outstanding Amount of the Notes any Noteholder(s) not consenting to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the such action. The Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) No Noteholder shall have any right to institute any Proceeding, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Noteholder(s) of not less than 66-2/3% of the Outstanding Principal Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Noteholder(s) have offered to the Indenture Trustee indemnity reasonably acceptable to the Indenture Trustee against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding; (v) so long as any of the Notes remain Outstanding, no direction by other Noteholders inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders of 66-2/3% of the Outstanding Principal Balance of the Notes; (vi) with respect to any bankruptcy reorganization, arrangement, insolvency or liquidation proceedings, or similar proceedings under any United States Federal or State bankruptcy or similar law, the Noteholders representing not less than 66-2/3% of the Outstanding Principal Balance of each Class of Notes that remains Outstanding has consented thereto in writing; provided, howeverthat the foregoing shall not in any way limit the Noteholder's rights to pursue any other creditor rights or remedies that the Noteholders may have for claims against the Issuer, thatit being understood and intended that no one or more Noteholder(s) shall have any right in any manner whatever by virtue of, subject or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholder or to obtain or to seek to obtain priority or preference over any other Noteholder(s) or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the other Noteholders. Nothing in this Section shall be construed as limiting the rights of otherwise qualified Noteholders to petition a court for the removal of an Indenture Trustee pursuant to Section 6.16.8 hereof. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Outstanding Principal Balance of the Notes, the Indenture Trustee need not take in its sole discretion may determine what action, if any, shall be taken, notwithstanding any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights other provisions of any Noteholders not consenting to such actionthis Indenture.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall Notes shall, subject to provisions being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, 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, however, that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action. The Indenture Trustee shall obtain instructions from the Noteholders in connection with any vote, consent or waiver in relation to which it is entitled to vote in respect of any asset forming part of the Trust Estate. The Indenture Trustee shall direct any action or cast any vote as the holder of such asset in proportion to the aggregate outstanding Principal Balance of Notes held by Noteholders that take the corresponding position.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal amount of the Controlling Class shall Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, 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, however, that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount aggregate outstanding principal amount of the Notes; (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount aggregate outstanding principal amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders (a) Except as otherwise expressly provided in this Indenture, the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount Principal Balance of the Controlling Class Notes shall have the right to (i) 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, (ii) accelerate the Notes pursuant to Section 5.2 after an Event of Default or exercising (iii) exercise any trust or power conferred on the Indenture Trustee; provided, however, that: (a) that such direction shall not be in conflict with any rule of law or with this Indenture; (b) ; provided, further, that, subject to the express terms of Section 5.46.1, any direction to the Indenture Trustee to sell or liquidate need not take any action that it determines might involve it in liability on the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders part of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to for which the Indenture Trustee by Holders is not indemnified to its satisfaction or might materially adversely affect the rights of Notes representing less than 100% of the Outstanding Amount of the Notes any Noteholder(s) not consenting to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the such action. The Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) No Noteholder shall have any right to institute any Proceeding, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 700148678 06142559 (i) such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Noteholder(s) of not less than 66-2/3% of the Outstanding Principal Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Noteholder(s) have offered to the Indenture Trustee indemnity reasonably acceptable to the Indenture Trustee against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding; (v) so long as any of the Notes remain Outstanding, no direction by other Noteholders inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders of 66-2/3% of the Outstanding Principal Balance of the Notes; (vi) with respect to any bankruptcy reorganization, arrangement, insolvency or liquidation proceedings, or similar proceedings under any United States Federal or State bankruptcy or similar law, the Noteholders representing not less than 66-2/3% of the Outstanding Principal Balance of each Class of Notes that remains Outstanding has consented thereto in writing; provided, howeverthat the foregoing shall not in any way limit the Noteholder’s rights to pursue any other creditor rights or remedies that the Noteholders may have for claims against the Issuer, thatit being understood and intended that no one or more Noteholder(s) shall have any right in any manner whatever by virtue of, subject or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholder or to obtain or to seek to obtain priority or preference over any other Noteholder(s) or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the other Noteholders. Nothing in this Section shall be construed as limiting the rights of otherwise qualified Noteholders to petition a court for the removal of an Indenture Trustee pursuant to Section 6.16.8 hereof. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Noteholders, each representing less than a majority of the Outstanding Principal Balance of the Notes, the Indenture Trustee need not take in its sole discretion may determine what action, if any, shall be taken, notwithstanding any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights other provisions of any Noteholders not consenting to such actionthis Indenture.

Control by Noteholders. The Holders of Notes evidencing not less than a majority Majority in Interest of the Outstanding Amount of the Controlling Class a Series 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 of that Series or exercising any trust or power conferred on the Indenture TrusteeTrustee regarding the Notes of that Series; provided, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this IndentureMaster Indenture or the related Indenture Supplement; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor related Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes of such Series representing not less than 100% of the Outstanding Amount of the NotesNotes of such Series; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral related Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes of such Series representing less than 100% of the Outstanding Amount of the Notes of such Series to sell or liquidate the Collateral or cause the Grantor related Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Notes shall have the right to direct in writing 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and; (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; and (e) such direction shall be in writing; provided, howeverfurther, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action. Notwithstanding anything contained herein to the contrary, the Indenture Trustee shall not be bound, obligated or required to take any action at the request or direction of any Holder pursuant to this Section 5.11 if such Holder shall not have made available to the Indenture Trustee security or indemnity reasonably acceptable to the Indenture Trustee against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) which might be incurred by it in compliance with the written request or direction.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04(a)(iv) hereof, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing Percentage Interests of the Outstanding Notes of not less than 100% of the Outstanding Amount of the Notes%; (c) if the conditions set forth in Section 5.5 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing Percentage Interests of the Outstanding Notes of less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided. In connection with any sale of the Collateral in accordance with paragraph (c) above, howeverthe Majority Noteholders may, thatin their sole discretion appoint agents to effect the sale of the Collateral (such agents, "Sale Agents"), which Sale Agents may be Affiliates of any Noteholder. The Sale Agents shall be entitled to reasonable compensation in connection with such activities from the proceeds of such sale. Notwithstanding the rights of the Noteholders set forth in this Section 5.11. subject to Section 6.16.01 hereof, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which 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 evidencing not less than a majority of the Outstanding Amount Balance of the Controlling Class Notes 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount Balance of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount Balance of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of the Noteholders set forth in this Section, subject to Section 6.16.01(g), the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action. In the event the Indenture Trustee takes any action or follows any direction pursuant to this Indenture, the Indenture Trustee shall be entitled to indemnification against any loss or expense caused by taking such action or following such direction in accordance with Section 6.07.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04(a)(iv) hereof, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by Noteholders representing Percentage Interests of the Holders Outstanding Notes of Notes representing not less than 100% of the Outstanding Amount of the Notes%; (c) if the conditions set forth in Section 5.5 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders Noteholders representing Percentage Interests of the Outstanding Notes representing of less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided. In connection with any sale of the Collateral in accordance with paragraph (c) above, howeverthe Majority Noteholders may, thatin their sole discretion appoint agents to effect the sale of the Collateral (such agents, “Sale Agents”), which Sale Agents may be Affiliates of any Noteholder. The Sale Agents shall be entitled to reasonable compensation in connection with such activities from the proceeds of such sale. Notwithstanding the rights of the Noteholders set forth in this Section 5.11, subject to Section 6.16.01 hereof, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders (a) Except as otherwise expressly provided in this Indenture, the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount Principal Balance of the Controlling Class Notes shall have the right to (i) 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, (ii) accelerate the Notes pursuant to Section 5.2 after an Event of Default or exercising (iii) exercise any trust or power conferred on the Indenture Trustee; provided, however, that: (a) that such direction shall not be in conflict with any rule of law or with this Indenture; (b) ; provided, further, that, subject to the express terms of Section 5.46.1, any direction to the Indenture Trustee to sell or liquidate need not take any action that it determines might involve it in liability on the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders part of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to for which the Indenture Trustee by Holders is not indemnified to its satisfaction or might materially adversely affect the rights of Notes representing less than 100% of the Outstanding Amount of the Notes any Noteholder(s) not consenting to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the such action. The Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) No Noteholder shall have any right to institute any Proceeding, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Noteholder(s) of not less than 66-2/3% of the Outstanding Principal Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Noteholder(s) have offered to the Indenture Trustee indemnity reasonably acceptable to the Indenture Trustee against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding; (v) so long as any of the Notes remain Outstanding, no direction by other Noteholders inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders of 66-2/3% of the Outstanding Principal Balance of the Notes; (vi) with respect to any bankruptcy reorganization, arrangement, insolvency or liquidation proceedings, or similar proceedings under any United States Federal or State bankruptcy or similar law, the Noteholders representing not less than 66-2/3% of the Outstanding Principal Balance of each Class of Notes that remains Outstanding has consented thereto in writing; providedprovided that the foregoing shall not in anyway limit the Noteholder's rights to pursue any other creditor rights or remedies that the Noteholders may have for claims against the Issuer; it being understood and intended that no one or more Noteholder(s) shall have any right in any manner whatever by virtue of, howeveror by availing of, thatany provision of this Indenture to affect, subject disturb or prejudice the rights of any other Noteholder or to obtain or to seek to obtain priority or preference over any other Noteholder(s) or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the other Noteholders. Nothing in this Section shall be construed as limiting the rights of otherwise qualified Noteholders to petition a court for the removal of an Indenture Trustee pursuant to Section 6.16.8 hereof. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Outstanding Principal Balance of the Notes, the Indenture Trustee need not take in its sole discretion may determine what action, if any, shall be taken, notwithstanding any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights other provisions of any Noteholders not consenting to such actionthis Indenture.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount Security Balances of Notes with the consent of the Controlling Class Credit Enhancer, or the Credit Enhancer (so long as no Credit Enhancer Default exists) 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount Security Balances of Notes with the consent of the NotesCredit Enhancer, or the Credit Enhancer (so long as no Credit Enhancer Default exists); (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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, however, that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Indenture Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of the Notes representing not less than (A) prior to the payment in full of each Class of Offered Notes, 100% of the aggregate Outstanding Amount Principal Balance of all Classes of Offered Notes, and, unless it shall be paid in full all amounts payable to each Hedge Counterparty upon a termination of its Hedge Agreement, each Hedge Counterparty and (B) from and after the payment in full of each Class of Offered Notes and amounts due under the Hedge Agreements, 100% of the aggregate Outstanding Principal Balance of the Class F Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Indenture Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Indenture Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effecteffect unless (A) prior to the payment in full of each Class of Offered Notes, the Noteholders evidencing 100% of the aggregate Outstanding Principal Balance of each Class of Offered Notes and, unless it shall be paid in full all amounts payable to each Hedge Counterparty upon a termination of its Hedge Agreement, each Hedge Counterparty consent thereto and (B) from and after the payment in full of each Class of Offered Notes and amounts due under the Hedge Agreements, the Class F Noteholders evidencing 100% of the aggregate Outstanding Principal Balance of the Class F Notes consents thereto; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders or Hedge Counterparties not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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, however, that: (ai) such direction shall not be in conflict with any rule of law Law or with this Indenture; (bii) such rights shall be subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes5.4(a)(v); (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any written direction to the Indenture Trustee by Holders of Notes Noteholders representing less than one hundred percent (100% %) of the Outstanding Amount Principal Balance of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and; (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; providedand (v) the Majority Noteholders have offered to the Indenture Trustee indemnity satisfactory to it against the costs, however, thatexpenses and liabilities to be incurred in complying with such direction. Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which 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 Noteholders of Notes evidencing not less than a majority of the Outstanding Class A-1 Note Principal Amount of and the Controlling Class A-2 Note Principal Amount 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, however, that: (ai) the Insurer shall have consented to such direction; (ii) such direction shall not be in conflict with any rule of law or with this Indenture; (biii) subject to the express terms of Section 5.45.04 and only during the existence and continuation of an Insurer Default, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding Class A-1 Note Principal Amount of and the NotesClass A-2 Note Principal Amount; (civ) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders Noteholders of Notes representing less than 100% of the Outstanding Class A-1 Note Principal Amount of and the Notes Class A-2 Note Principal Amount to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (dv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; and provided, howeverfurther, that, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.4SECTION 5.04(a)(iv) hereof, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing Percentage Interests of the Outstanding Notes of not less than 100% of the Outstanding Amount of the Notes%; (c) if the conditions set forth in Section 5.5 SECTION 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing Percentage Interests of the Outstanding Notes of less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided. In connection with any sale of the Collateral in accordance with paragraph (c) above, howeverthe Majority Noteholders may, thatin their sole discretion appoint agents to effect the sale of the Collateral (such agents, "Sale Agents"), which Sale Agents may be Affiliates of any Noteholder. The Sale Agents shall be entitled to reasonable compensation in connection with such activities from the proceeds of such sale. Notwithstanding the rights of the Noteholders set forth in this SECTION 5.11, subject to Section 6.1SECTION 6.01 hereof, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, 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; providedPROVIDED, howeverHOWEVER, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section SECTION 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section SECTION 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section SECTION 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; providedPROVIDED, howeverHOWEVER, that, subject to Section SECTION 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (ay) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.indt.form.01.wpd

Control by Noteholders. The Holders of Notes Noteholders evidencing not less than a majority 51% of the Outstanding Amount of the Controlling Class A Note Balance 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; providedPROVIDED, howeverHOWEVER, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture;; 45 (b) subject to the express terms of Section SECTION 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing Noteholders evidencing not less than 100% of the Outstanding Amount of the Class A Notes; (c) if the conditions set forth in Section SECTION 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such section, then any direction to the Indenture Trustee by Holders of Notes representing the Noteholders evidencing less than 100% of the Outstanding Amount of the Class A Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and; (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, thatand (e) an Insurer Default shall have occurred and is continuing. Notwithstanding the rights of Noteholders set forth in this SECTION 5.11, subject to Section SECTION 6.1, the Indenture Trustee need not take any action that it determines reasonably believes might cause involve it to incur any liability (a) with respect to in costs, expenses and liabilities for which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is it will not assured to it and (b) which 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 evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04(a)(iv) hereof, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by Holders representing Percentage Interests of the Holders Outstanding Notes of Notes representing not less than 100% of the Outstanding Amount of the Notes%; (c) if the conditions set forth in Section 5.5 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% Percentage Interests of the Outstanding Amount Notes of the Notes less than 66-2/3% to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided. In connection with any sale of the Collateral in accordance with paragraph (c) above, howeverthe Majority Noteholders may, thatin their sole discretion appoint agents to effect the sale of the Collateral (such agents, “Sale Agents”), which Sale Agents may be Affiliates of any Noteholder. The Sale Agents shall be entitled to reasonable compensation in connection with such activities from the proceeds of such sale. Notwithstanding the rights of the Noteholders set forth in this Section 5.11, subject to Section 6.16.01 hereof, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Indenture Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of the Notes representing not less than (A) prior to the payment in full of the Offered Notes, 100% of the aggregate Outstanding Amount Principal Balance of all Classes of Offered Notes and (B) from and after the payment in full of each Class of Offered Notes, 100% of the aggregate Outstanding Principal Balance of the Class F Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Indenture Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Indenture Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effecteffect unless (A) prior to the payment in full of each Class of Offered Notes, the Noteholders evidencing 100% of the aggregate Outstanding Principal Balance of each Class of Offered Notes consent thereto and (B) from and after the payment in full of each Class of Offered Notes, the Class F Noteholders evidencing 100% of the aggregate Outstanding Principal Balance of the Class F Notes consents thereto; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Majority Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling any affected Series, Class shall or Tranche will have the right to direct in writing the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes Trustee, or exercising any trust or power conferred on the Indenture Trustee; providedTrustee with respect to the Notes of such Series, howeverClass or Tranche, provided that: (a) the Indenture Trustee will have the right to decline to follow any such direction shall if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be in taken or would conflict with any rule of law this Indenture or with this Indenture;if the Indenture Trustee in good faith determines that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, and (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee that which is not inconsistent with such direction; provided. Section 616. Waiver of Past Defaults. Holders of more than 66"% of the Outstanding Dollar Principal Amount of any Series, howeverClass or Tranche may on behalf of the Holders of all the Notes of such Series, thatClass or Tranche waive any past default hereunder or under the related Asset Pool Supplement or Indenture Supplement with respect to such Series, subject to Section 6.1Class or Tranche and its consequences, the Indenture Trustee need except a default not take any action that it determines might cause it to incur any liability theretofore cured: (a) with respect to which in the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against payment of the principal of or interest on any Note of such liability is not assured to it and Series, Class or Tranche, or (b) in respect of a covenant or provision hereof which might materially adversely affect under Article IX cannot be modified or amended without the rights consent of the Holder of each Outstanding Note of such Series, Class or Tranche. Upon any Noteholders not consenting such waiver, such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, for every purpose of this Indenture; but no such actionwaiver will extend to any subsequent or other default or impair any right consequent thereon.

Control by Noteholders. The Holders holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Notes 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, however, PROVIDED that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; providedPROVIDED, howeverHOWEVER, that, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders holders of the Notes not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority in principal amount of such Outstanding Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Outstanding Amount of the Controlling Class shall Indenture Trustee, 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, however, that: : (a) i such written direction shall not be in conflict with any rule of law or with this Indenture; ; (b) ii subject to the express terms of Section 5.4, any written direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Class A Notes (or, if the Class A Notes have been paid in full, 100% of the Outstanding Amount of the Class B Notes; ); (c) iii if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5, then any written direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Class A Notes (or, if the Class A Notes have been paid in full, 100% of the Outstanding Amount of the Class B Notes) to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and and (d) iv the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such written direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity satisfactory to it against such liability is not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Outstanding Notes representing not less than 100% of the Outstanding Amount if the proceeds of such sale would be less than the Notessum of all amounts due the Indenture Trustee hereunder and the Aggregate Note Principal Balance and interest due or to become due thereon on the Payment Date next succeeding such sale, together with any amounts owing to the Note Insurer under the Guaranty Policy and the Insurance Agreement; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Outstanding Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of the Note Insurer and the Noteholders set forth in this Section, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action. Notwithstanding anything to the contrary in this Article V, the Noteholders may not direct the Indenture Trustee to take any of the actions set forth in Section 5.4(a) without the consent of the Note Insurer, if at the time of such action any Guaranty Insurance Premium, any Note Insurer Reimbursement Amount or any other amount is due and owing to the Note Insurer pursuant to the Guaranty Policy or the Insurance Agreement.

Control by Noteholders. The Holders of Notes evidencing With respect to the Notes, the Interested Noteholders, representing not less than a majority of the Outstanding Amount of the Controlling applicable Classes of Notes (or, in each case, if only one Class is affected thereby, a majority of the Outstanding Amount of such 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, however, provided that:: this Indenture; (ai) such direction shall not be in conflict with any rule of law or with this Indenture;with (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders the holders of Notes representing less than 100% of the Outstanding Amount of the Notes Notes, to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders holders of the Notes not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Notes 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, however, PROVIDED that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding Amount of the NotesNotes of each Series; (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes of each Series to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; (iv) the Surety Provider has given its consent thereto; and (dv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; providedPROVIDED, howeverHOWEVER, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Subject to the provisions of Notes evidencing Sections 5.06, 6.02(d) and 6.02(e), Noteholders holding not less than 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 with respect to the exercise of any trust or power conferred on the Indenture Trustee; provided, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to to, sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be made by the Holders of Notes representing Noteholders holding not less than 100% of the Outstanding Amount of the NotesControlling Class; (c) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to such Section, and except in the case of a sale of the Trust Estate pursuant to Section 5.59.02 of the Trust Agreement, then any direction to the Indenture Trustee by Holders of Notes representing Noteholders holding less than 100% of the Outstanding Amount of the Notes Controlling Class to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause expose it to incur personal liability or liability in any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which of its capacities hereunder or under any Basic Document 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 evidencing not less than a majority in ---------------------- principal amount of such Outstanding Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Outstanding Amount of the Controlling Class shall Indenture Trustee, 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, however, that:: -------- ------- (ai) such written direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any written direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Class A Notes (or, if the Class A Notes have been paid in full, 100% of the Outstanding Amount of the Class B Notes); (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5, then any written direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Class A Notes (or, if the Class A Notes have been paid in full, 100% of the Outstanding Amount of the Class B Notes) to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such written direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not -------- ------- take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity satisfactory to it against such liability is not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Following the occurrence and ---------------------- continuation of an Insurer Default, the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Notes shall have the right to direct in writing 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Fund shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Fund pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Fund shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not -------- ------- take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount principal amount of the Controlling Class Notes Outstanding 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders Noteholders of Notes representing evidencing not less than 100% of the Outstanding Amount principal amount of the NotesNotes Outstanding; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to such Section 5.5, then any direction to the Indenture Trustee by Holders Noteholders of Notes representing evidencing less than 100% of the Outstanding Amount principal amount of the Notes Outstanding to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause involve it in costs or expenses for which it would not be adequately indemnified or expose it to incur any personal liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Note Insurer or the Holders of Notes evidencing not less than a majority 66-2/3% of the Outstanding Amount aggregate Note Balances of Notes (with the consent of the Controlling Class Note Insurer) 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Note Insurer (if no Insurer Default has occurred) or the Holders of Notes representing not less than 100% of the Outstanding Amount Note Balances of the NotesNotes (if an Insurer Default has occurred); (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects has been provided with indemnity satisfactory to retain the Collateral pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effectit; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to direction of the Note Insurer (if no Insurer Default has occurred) or Holders of Notes representing 66-2/3% of the Note Balances of the Notes (if an Insurer Default has occurred). Notwithstanding the rights of the Note Insurer and the Noteholders set forth in this Section 6.1, 5.11 the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that or if adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such actionit.

Control by Noteholders. The Holders of Notes evidencing With respect to the [Group I] Notes, the [Group I] Controlling Parties, representing not less than a majority of the Outstanding Amount of the related [Group I] Notes, and (y) with respect to the [Group II] Notes, the [Group II] Controlling Parties, representing not less than a majority of the Outstanding Amount of the related [Group II] Notes (or, in each case, if only one Class is affected thereby, a majority of the Outstanding Amount of such 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 [Group I] or [Group II] Notes, as applicable, or exercising any trust or power conferred on the Indenture Trustee; provided, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral Indenture Trust Estate relating to the [Group I] Notes or cause [Group II] Notes, shall, in the Grantor Trust to sell or liquidate case of the Receivables shall [Group I] Notes, be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the [Group I] Notes and, in the case of the [Group II] Notes, be by the Holders of not less than 100% of the Outstanding Amount of the [Group II] Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the [Group I] Notes or the [Group II] Notes, as applicable, to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders Holders of the [Group I] or [Group II] Notes, as applicable, not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority ---------------------- of the Outstanding Amount of the Controlling Class shall have the right shall, subject to direct provision being made for indemnification against costs, expenses and liabilities in writing the time, method and place of conducting any Proceeding for any remedy available a form satisfactory to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that:, (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not -------- ------- take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is in not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less representing more than a majority 50% of the Outstanding Amount of the Controlling Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, or, if there are no Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes Outstanding, Holders representing more than 50% of the Outstanding Amount of the Class B Notes 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4SECTION 5.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 SECTION 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and; (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, thatand (v) such direction shall be in writing. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.1SECTION 6.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Subject to the provisions of Notes evidencing Sections 5.06, 6.02(f) and 6.02(g), Noteholders holding not less than a majority of the Outstanding Amount of the Notes 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the NotesNotes of the Controlling Class; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any written direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which 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 evidencing not less than a majority of the Outstanding Amount of the Controlling Class Notes 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, however, provided that: : (ai) such direction shall not be in conflict with any rule of law or with this Indenture; ; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; ; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any written direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Following the occurrence and continuation of an Insurer Default, the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Notes shall have the right to direct in writing 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Fund shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Fund pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Fund shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; providedPROVIDED, howeverHOWEVER, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Notes 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, however, PROVIDED that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; providedPROVIDED, howeverHOWEVER, that, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders ---------------------- 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, however, that:: -------- ------- (a) such direction shall not be in conflict with any applicable rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04 hereof, any ------------ direction to the Indenture Trustee to sell or liquidate the available Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes Noteholders representing not less than 100% of the Outstanding Amount Voting Interests of the Notesall Notes Outstanding; (c) if the conditions set forth in Section 5.5 5.05 hereof have been ------------ satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes Noteholders representing less than 100% of the Voting Interests of all Notes Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of the Noteholders set forth in this Section 5.11, subject to Section 6.16.01 hereof, the Indenture Trustee need not ------------ ------------ take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Enhancer (so long as no Enhancer Default exists) or the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount aggregate Note Balance of Notes with the consent of the Controlling Class Enhancer, 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders Enhancer (so long as no Enhancer Default exists) or by the Noteholders of Notes representing not less than 100% of the Outstanding Amount aggregate Note Balance of the NotesNotes with the consent of the Enhancer; (c) if the conditions set forth in Section 5.5 5.05 shall have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders Noteholders of Notes representing less than 100% of the Outstanding Amount aggregate Note Balance of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines determine (in its sole discretion) might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action, unless the Trustee has received satisfactory indemnity from the Enhancer or a Noteholder.

Control by Noteholders. The Holders Subject to the provisions of Notes evidencing Sections 5.06, 6.02(d) and 6.02(e), Noteholders holding not less than 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 with respect to the exercise of any trust or power conferred on the Indenture Trustee; provided, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to to, sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be made by the Holders of Notes representing Noteholders holding not less than 100% of the Outstanding Amount of the NotesAmount; (c) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to such Section, and except in the case of a sale of the Trust Estate pursuant to Section 5.52.19 of the Servicing Agreement, then any direction to the Indenture Trustee by Holders of Notes representing Noteholders holding less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause expose it to incur any personal liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action, or is contrary to law or this Indenture.

Control by Noteholders. The Holders (a) Except as otherwise expressly provided in this Indenture, the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount Principal Balance of the Controlling Class Notes shall have the right to (i) 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, (ii) the right to accelerate the Notes pursuant to Section 5.2 after an Event of Default or exercising (iii) exercise any trust or power conferred on the Indenture Trustee; provided, however, that: (a) that such direction shall not be in conflict with any rule of law or with this Indenture; (b) ; provided, further, that, subject to the express terms of Section 5.46.1, any direction to the Indenture Trustee to sell or liquidate need not take any action that it determines might involve it in liability on the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders part of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to for which the Indenture Trustee by Holders is not indemnified to its satisfaction or might materially adversely affect the rights of Notes representing less than 100% of the Outstanding Amount of the Notes any Noteholder(s) not consenting to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the such action. The Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. (b) No Noteholder shall have any right to institute any Proceeding, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Noteholder(s) of not less than 66-2/3% of the Outstanding Principal Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Noteholder(s) have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding; (v) so long as any of the Notes remain Outstanding, no direction by other Noteholders inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders of 66-2/3% of the Outstanding Principal Balance of the Notes; (vi) with respect to any bankruptcy reorganization, arrangement, insolvency or liquidation proceedings, or similar proceedings under any United States Federal or State bankruptcy or similar law, the Noteholders representing not less than 66-2/3% of the Outstanding Principal Balance of each Class of Notes that remains Outstanding has consented thereto in writing; providedprovided that the foregoing shall not in anyway limit the Noteholder's rights to pursue any other creditor rights or remedies that the Noteholders may have for claims against the Issuer; it being understood and intended that no one or more Noteholder(s) shall have any right in any manner whatever by virtue of, howeveror by availing of, thatany provision of this Indenture to affect, subject disturb or prejudice the rights of any other Noteholder or to obtain or to seek to obtain priority or preference over any other Noteholder(s) or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the other Noteholders. Nothing in this Section shall be construed as limiting the rights of otherwise qualified Noteholders to petition a court for the removal of an Indenture Trustee pursuant to Section 6.16.8 hereof. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Outstanding Principal Balance of the Notes, the Indenture Trustee need not take in its sole discretion may determine what action, if any, shall be taken, notwithstanding any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights other provisions of any Noteholders not consenting to such actionthis Indenture.

Control by Noteholders. The Holders of Notes evidencing not less than a majority Subject to the rights of the Outstanding Amount of Securities Insurer under Section 11.18 ------------- hereof, the Controlling Class Majority Noteholders 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04 hereof, any direction ------------ to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the NotesNotes Outstanding; (c) if the conditions set forth in Section 5.5 5.05 hereof have been ------------ satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Notes Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of the Noteholders set forth in this Section ------- 5.11, subject to Section 6.16.01 hereof, the Indenture Trustee need not take any ---- ------------ action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Subject to the provisions of Notes evidencing Sections 5.06, 6.02(d) and 6.02(e), Noteholders holding not less than 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 with respect to the exercise of any trust or power conferred on the Indenture Trustee; provided, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to to, sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be made by the Holders of Notes representing Noteholders holding not less than 100% of the Outstanding Amount of the NotesAmount; (c) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to such Section, and except in the case of a sale of the Trust Estate pursuant to Section 5.59.02 of the Trust Agreement, then any direction to the Indenture Trustee by Holders of Notes representing Noteholders holding less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause expose it to incur any personal liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Majority Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling any affected Series, Class shall or Tranche will have the right to direct in writing the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes Trustee, or exercising any trust or power conferred on the Indenture Trustee; providedTrustee with respect to the Notes of such Series, howeverClass or Tranche, provided that: (a) the Indenture Trustee will have the right to decline to follow any such direction shall if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be in taken or would conflict with any rule of law this Indenture or with this Indenture;if the Indenture Trustee in good faith determines that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, and (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee that which is not inconsistent with such direction; provided. Section 616. Waiver of Past Defaults. Holders of more than 66 2/3% of the Outstanding Dollar Principal Amount of any Series, howeverClass or Tranche may on behalf of the Holders of all the Notes of such Series, thatClass or Tranche waive any past default hereunder or under the related Asset Pool Supplement or Indenture Supplement with respect to such Series, subject to Section 6.1Class or Tranche and its consequences, the Indenture Trustee need except a default not take any action that it determines might cause it to incur any liability theretofore cured: (a) with respect to which in the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against payment of the principal of or interest on any Note of such liability is not assured to it and Series, Class or Tranche, or (b) in respect of a covenant or provision hereof which might materially adversely affect under Article IX cannot be modified or amended without the rights consent of the Holder of each Outstanding Note of such Series, Class or Tranche. Upon any Noteholders not consenting such waiver, such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, for every purpose of this Indenture; but no such actionwaiver will extend to any subsequent or other default or impair any right consequent thereon.

Control by Noteholders. The Holders Subject to the provisions of Notes evidencing not less than Sections 5.04, 5.06, 6.02(d) and 6.02(e), Noteholders holding at least a majority of the Outstanding Amount of the Controlling Class Majority Interest voting as a single class shall have the right to direct in writing the time, method and place of conducting any Proceeding for or any remedy available to the Indenture Trustee with respect to the Notes or exercising with respect to the exercise of any trust or power conferred on the Indenture Trustee; provided, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to to, sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be made by the Holders of Notes representing Noteholders holding not less than 100% of the Outstanding Amount of the NotesAmount; (c) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, and then any direction to the Indenture Trustee by Holders of Notes representing Noteholders holding less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause expose it to incur any personal liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which 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 evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Highest Priority Classes Noteholders 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.4SECTION 5.04 hereof, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount Voting Interests of the Notesall Classes of Notes Outstanding; (c) if the conditions set forth in Section 5.5 SECTION 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Voting Interests of all Classes of Notes Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of the Noteholders set forth in this SECTION 5.11, subject to Section 6.1SECTION 6.01 hereof, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority 50% of the ---------------------- Outstanding Amount of the Controlling Class Securities 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, ------------ any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the NotesControlling Securities; (ciii) if the conditions set forth in Section 5.5 5.05 ------------ have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes Controlling Securities to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines ------------ might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Subject to the provisions of Notes evidencing not less than Sections 5.04, 5.06, 6.02(d) and 6.02(e), Noteholders holding at least a majority of the Outstanding Amount of the Controlling Class Majority Interest voting as a single class shall have the right to direct in writing the time, method and place of conducting any Proceeding for or any remedy available to the Indenture Trustee with respect to the Notes or exercising with respect to the exercise of any trust or power conferred on the Indenture Trustee; provided, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to to, sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be made by the Holders of Notes representing Noteholders holding not less than 100% of the Outstanding Amount of the NotesAmount; (c) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing Noteholders holding less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. 36 (NALT 20[●]-[●] Indenture) Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause expose it to incur any personal liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Noteholders of Notes evidencing not less than a majority in aggregate principal amount of the Notes of each Series affected (with all such Series voting as a single class) at the time Outstanding Amount of the Controlling Class shall have the right to direct in writing the time, method method, and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes Trustee, or exercising any trust or power conferred on the Indenture TrusteeTrustee with respect to the Notes of such Series by this Indenture or any other Transaction Document, including the giving of any Early Amortization Event notice or the approval of any amendment, modification, supplement or waiver of any Transaction Document; provided, however, that: (a) provided that such direction shall not be otherwise than in conflict accordance with any rule of law or with the provisions of this Indenture; (b) subject to the express terms of Section 5.4, any direction to Indenture and provided further that the Indenture Trustee shall have the right to sell or liquidate the Collateral or cause the Grantor Trust decline to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) follow any such direction if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain shall determine that the Collateral pursuant to Section 5.5action or proceeding so directed conflicts with law or this Indenture, then any direction to would involve the Indenture Trustee by Holders in personal liability or the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Notes representing less than 100% other Noteholders of all Series so affected not joining in the Outstanding Amount giving of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (d) said direction, it being understood that the Indenture Trustee may shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Noteholders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any other action deemed proper by the Indenture Trustee that and which is not inconsistent with such directiondirection or directions by Noteholders; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action provided that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds no duty, responsibility or obligation to believe that adequate indemnity against take any such actions and, in the absence of gross negligence or willful misconduct by the Indenture Trustee, shall have no liability is not assured for failing to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such actiondo so.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability liability: (ai) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (bii) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class Majority Noteholders 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, however, that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Indenture Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of the Notes representing not less than (A) prior to the payment in full of the Offered Notes, 100% of the aggregate Outstanding Amount Principal Balance of all Classes of Offered Notes, and, unless it shall be paid in full all amounts payable to each Hedge Counterparty upon a termination of its Hedge Agreement, each Hedge Counterparty and (B) from and after the payment in full of each Class of Offered Notes and amounts due under the Hedge Agreements, 100% of the aggregate Outstanding Principal Balance of the Class F Notes; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Indenture Collateral pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Indenture Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effecteffect unless (A) prior to the payment in full of each Class of Offered Notes, the Noteholders evidencing 100% of the aggregate Outstanding Principal Balance of each Class of Offered Notes and, unless it shall be paid in full all amounts payable to each Hedge Counterparty upon a termination of its Hedge Agreement, each Hedge Counterparty consent thereto and (B) from and after the payment in full of each Class of Offered Notes and amounts due under the Hedge Agreements, the Class F Noteholders evidencing 100% of the aggregate Outstanding Principal Balance of the Class F Notes consents thereto; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders or Hedge Counterparties not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Controlling Class Securities 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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this IndentureIndenture or other Basic Documents; (bii) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral Trust Estate [or cause the Grantor Trust to sell or liquidate the Receivables Collateral] shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the NotesControlling Securities; (ciii) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes Controlling Securities to sell or liquidate the Collateral Trust Estate [or cause the Grantor Trust to sell or liquidate the Receivables Collateral] shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders Except as provided in Sections 4.01 and 5.01, until such time as the conditions specified in Sections 11.01(a)(i) and (ii) have been satisfied in full, the holders of Notes evidencing not less than a majority [________%] of the Outstanding Amount of the Controlling Class Voting Rights shall have the right to direct in writing 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, however, that. Notwithstanding the foregoing: (ai) no such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders the Noteholders to undertake a private sale of the Trust Estate shall be by the holders of Notes representing less than 100evidencing ________% of the Outstanding Amount Voting Rights, unless the condition set forth in Section 6.15(b)(ii) is met; (iii) the Indenture Trustee shall not be required to follow any such direction which the Indenture Trustee reasonably believes may be prejudicial to any Noteholder not joining in such direction or which the Indenture Trustee reasonably believes might result in any personal liability on the part of the Notes to sell or liquidate Indenture Trustee for which the Collateral or cause Indenture Trustee is not adequately indemnified; (iv) the Grantor Indenture Trustee shall not undertake a private sale of the Trust to sell or liquidate Estate unless the Receivables shall be of no force and effectconditions set forth in Section 6.15(b) are met; and (dv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with any such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights give notice of any Noteholders not consenting such action to such actioneach Noteholder.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, 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, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee,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, however, provided that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Indenture Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Indenture Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause involve it to incur any in liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.might

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, 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, however, that: (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the ---------------------- Outstanding Amount of the Controlling Class shall shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, 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, however, that:: -------- ------- (ai) such direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not -------- ------- take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is in not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount of the Controlling Class shall of a Series of Notes will have the right to direct in writing 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; providedTrustee with respect to the Notes of such Series, however, provided that: (a) the Indenture Trustee will have the right to decline to follow any such direction shall if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be in taken or would conflict with any rule of law this Indenture or with this Indenture;if the Indenture Trustee in good faith will, by an Indenture Trustee Authorized Officer, determine that the proceedings so directed would involve it in personal liability or be prejudicial to the Holders not taking part in such direction, (b) subject to the express terms of Section 5.47.07, any direction given to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Principal Amount of the Notes;Notes of such Series, (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.57.08, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Principal Amount of the Notes of such Series to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; , and (d) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee that which is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Notes evidencing representing not less than a majority of the Outstanding Amount aggregate Note Balance of the Controlling Notes (unless this Indenture provides that the Class A Notes or the Subordinate Notes, as applicable, may direct such action) 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, however, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.45.04, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be given by the Holders of Notes representing not less than 100% of the Outstanding Amount aggregate Note Balance of the Notes; (c) if the conditions set forth in Section 5.5 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount aggregate Note Balance of the Notes to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and or effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided. Notwithstanding the rights of the Noteholders as set forth in this Section, however, that, and subject to Section 6.16.01, the Indenture Trustee need not take any action that it determines might cause subject it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which or might materially and adversely affect the rights of any Noteholders not consenting to such actionthereto.

Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount principal amount of the Controlling Class Notes Outstanding 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, however, provided that: : (a) such written direction coupled with such satisfactory indemnity of the Indenture Trustee shall not be in conflict with any rule of law or with this Indenture; ; (b) subject to the express terms of Section 5.4, any written direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than one hundred percent (100% %) of the Outstanding Amount principal amount of the Notes; Notes Outstanding; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5such Section, then any written direction to the Indenture Trustee by Holders of Notes representing less than one hundred percent (100% %) of the Outstanding Amount principal amount of the Notes Outstanding to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables shall be of no force and effect; and and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such written direction; provided, however, that. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.1, the Indenture Trustee need not take any action that it determines reasonably believes might cause involve it to incur any liability (a) with respect to in costs, 30 36 expenses and liabilities for which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is it will not assured to it and (b) which 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 evidencing not less than a majority in principal amount of such Outstanding Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Outstanding Amount of the Controlling Class shall Indenture Trustee, 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; providedPROVIDED, howeverHOWEVER, that: (ai) such written direction shall not be in conflict with any rule of law or with this Indenture; (bii) subject to the express terms of Section 5.4, any written direction to the Indenture Trustee to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Class A Notes (or, if the Class A Notes have been paid in full, 100% of the Outstanding Amount of the Class B Notes); (ciii) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral Trust Estate pursuant to Section 5.5, then any written direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Class A Notes (or, if the Class A Notes have been paid in full, 100% of the Outstanding Amount of the Class B Notes) to sell or liquidate the Collateral or cause the Grantor Trust to sell or liquidate the Receivables Estate shall be of no force and effect; and (div) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such written direction; providedPROVIDED, howeverHOWEVER, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity satisfactory to it against such liability is not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.