Common use of Control by Noteholders Clause in Contracts

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than percentages of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Required Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be subject to the terms of Section 5.04; (iii) if the Indenture Trustee elects to retain the Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders of Notes representing not less than percentages 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral shall be of the relevant Class set forth in Section 5.04 or 5.05, as applicableno force and effect; and (iiiiv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially and adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;Indenture or the other Basic Documents; and (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(d)(4); and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 11.1(a)(i) and (ii) hereof have been satisfied in full, the Noteholders representing at least a majority 66-2/3% of the Outstanding Amount Adjusted Note Balance of the each Class of Notes of the Controlling Class, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes Trustee, or exercising any trust or power conferred on the Indenture Trustee; provided, thatwith respect to the Notes. Notwithstanding the foregoing: (i) no such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee shall not be required to sell or liquidate follow any such direction which the Trust Estate shall be by Holders of Notes representing not less than percentages Indenture Trustee reasonably believes might result in any personal liability on the part of the Outstanding Amount of Indenture Trustee for which the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableIndenture Trustee is not adequately indemnified; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with any such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, ; provided that the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights shall give notice of any Noteholders not consenting such action to such actioneach Noteholder.

Control by Noteholders. The Holders of at least a majority of If the Outstanding Amount of the Notes of Trustee is the Controlling ClassParty, acting together as a single Class, Note Majority shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes representing not less than percentages 100% of the Outstanding Amount of the Notes of Notes; (iii) if the relevant Class conditions set forth in Section 5.04 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of each class of Notes to sell or 5.05, as applicableliquidate the Trust Estate shall be of no force and effect; and (iiiiv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 6.1, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority Notes representing more than 50% of the Note Principal Balance of the Outstanding Amount Notes of both Classes on the applicable Record Date shall, with the consent of the Notes of the Controlling ClassNote Insurer, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Notes representing not less than percentages the percentage of the Note Principal Balance of the Outstanding Amount of the Notes of the relevant Class set forth specified in Section 5.04 or 5.055.17(b)(i) hereof, as unless Section 5.17(b)(ii) hereof is applicable; and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 6.01 hereof, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders Subject to the last sentence of at least Section 10.7, the Required Noteholders of a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, Series shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes of such Series or exercising any trust or power conferred on the Indenture Trustee, including but not limited to the right of the Trustee to determine whether to deliver a “control notice” pursuant to the Intercreditor Agreement; provided, provided that: (i) such direction shall not be in conflict with any rule of law Law or with this Indenture; (ii) subject to the express terms of Section 10.4, any direction to the Indenture Trustee to sell or liquidate the Receivables Trust Estate shall be by the Holders of Notes representing not less than percentages 100% of the Outstanding Amount aggregate outstanding principal balance of all the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable; andall Series; (iii) the Indenture Trustee shall have been provided with indemnity reasonably satisfactory to it; and (iv) the Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 11.1, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority Notes representing more than 50% of the Note Principal Balance of the Outstanding Amount Notes of all of the Notes Classes on the applicable Record Date shall, with the written consent of the Controlling ClassNote Insurer (a copy of which shall be provided to the Indenture Trustee), acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such written direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Notes representing not less than percentages the percentage of the Note Principal Balance of the Outstanding Amount of the Notes of the relevant Class set forth specified in Section 5.04 or 5.055.17(b)(i) hereof, as unless Section 5.17(b)(ii) hereof is applicable; and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 6.01 hereof, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than percentages of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableapplicable (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than percentages of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableapplicable (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority Subject to this Article IV and to the rights of the Outstanding Amount of the Notes of Trustee hereunder, the Controlling Class, acting together as a single Class, Party shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust trust, right or power conferred on the Indenture TrusteeTrustee under any Transaction Document; provided, that: (ia) such direction Direction shall not be in conflict with any rule of law Applicable Law or with this IndentureIndenture and would not involve the Trustee in personal liability or unindemnified expense; (iib) any direction the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders Noteholders of Notes representing such class not less than percentages of the Outstanding Amount of the Notes of the relevant Class set forth taking part in Section 5.04 or 5.05, as applicable; andsuch Direction; (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding Direction; (d) the rights Noteholders shall have given the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense which may be incurred by such Direction; and (e) each of the Noteholders seeking to exercise the provisions set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action Section 4.12 shall have delivered a certification that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights none of any such Noteholders not consenting to such actionis a Restricted Party.

Control by Noteholders. The Holders of at least a majority Notes representing more than 50% of the Note Principal Balance of the Outstanding Amount Notes on the applicable Record Date shall, with the consent of the Notes of the Controlling ClassNote Insurer, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Notes representing not less than percentages the percentage of the Note Principal Balance of the Outstanding Amount of the Notes of the relevant Class set forth specified in Section 5.04 or 5.055.17(b)(i) hereof, as unless Section 5.17(b)(ii) hereof is applicable; and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 6.01 hereof, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of at least a majority not less than 66-2/3% in principal amount of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (i1) such direction shall not be in conflict with any rule of law or with this IndentureIndenture including, without limitation, any provision hereof which expressly provides for greater percentage of principal of Outstanding Notes; (ii2) any direction to the Indenture Trustee by the Noteholders to sell or liquidate undertake a private Sale of the Trust Estate shall be by the Holders of Notes representing not less than percentages 66-2/3% in principal amount of the Outstanding Amount of the Notes of the relevant Class Controlling Class, unless the condition set forth in Section 5.04 or 5.05, as applicable; and6.18(b)(ii) hereof is met; (iii3) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 7.01 hereof, the Indenture Trustee need not take any action that which a Responsible Officer or Officers of the Trustee in good faith determines might involve it determines would be illegal or may not lawfully be taken, might subject it to in personal liability or would be unduly unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting; and (4) the Trustee has been furnished reasonable indemnity against costs, expenses and liabilities which it might incur in connection therewith as provided in Section 7.01(f) hereof.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and 28 (NAROT 2016-C Indenture) (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(d)(4); and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;Indenture or the other Basic Documents; and (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(d)(4); and and 28 (iiiNAROT 2020-A Indenture) (c) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, Required Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (i) such direction shall not be in conflict with any rule of law Law or with this Indenture; (ii) subject to the express terms of Section 10.4 and Section 10.5, any direction to the Indenture Trustee to sell or liquidate the Trust Estate Underlying Securities shall be by the Holders of Notes representing not less than percentages 100% of the Outstanding Amount aggregate outstanding principal balance of all the Notes of Notes; (iii) the relevant Class set forth in Section 5.04 or 5.05, as applicableIndenture Trustee shall have been provided with indemnity satisfactory to it; and (iiiiv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 11.1, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority Secured Notes representing more than 50% of the Note Principal Balance of the Outstanding Amount Secured Notes on the applicable Record Date shall, with the consent of the Notes of the Controlling ClassNote Purchaser, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Secured Notes representing not less than percentages the percentage of the Note Principal Balance of the Outstanding Amount of the Secured Notes of the relevant Class set forth specified in Section 5.04 or 5.055.17(b)(i) hereof, as unless Section 5.17(b)(ii) hereof is applicable; and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee or as directed by the Note Purchaser that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 6.01 hereof, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that:: 29 (NAROT 2020-B Indenture) (ia) such direction shall not be in conflict with any rule of law or with this Indenture;Indenture or the other Basic Documents; and (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(d)(4); and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Section 11.01 have been satisfied in full, Noteholders evidencing not less than 66-2/3% of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, Voting Rights shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that. Notwithstanding the foregoing: (i) no such direction shall not be in conflict with any rule of law or with this Indenture; (ii) the Trustee shall not be required to follow any such direction which the Trustee believes may be unduly prejudicial to the Indenture rights of another Noteholder not joining in such direction or which the Trustee to sell or liquidate believes might result in any personal liability on the Trust Estate shall be by Holders of Notes representing not less than percentages part of the Outstanding Amount of Trustee for which the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableTrustee is not indemnified to its reasonable satisfaction; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with any such direction. Notwithstanding ; PROVIDED that the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights shall give notice of any Noteholders not consenting such action to such actioneach Noteholder.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than percentages of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableapplicable (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, the Depositor or any of their Affiliates); and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that:: -------- (ia) such direction shall not be in conflict with any rule of law or with this IndentureIndenture including any provision hereof which expressly provides for approval by a greater percentage of Outstanding Principal Balance of all Notes; (iib) any direction to the Indenture Trustee by the Noteholders to sell or liquidate undertake a private sale of the Trust Estate shall be by Holders of Notes representing not less than percentages all of the Outstanding Amount of Noteholders, unless the Notes of the relevant Class condition set forth in Section 5.04 or 5.05, as applicable; and6.18(b)(ii) is met; (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided that, -------- subject to Sections 5.07 and 6.01Section 7.01, the Indenture Trustee need not take any action that which a Responsible Officer or Officers of the Indenture Trustee in good faith determines might involve it determines would be illegal or may not lawfully be taken, might subject it to in personal liability or would be unduly unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting; and (d) the Indenture Trustee has been furnished reasonable indemnity against costs, expenses and liabilities which it might incur in connection therewith as provided in Section 7.01(f).

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and 28 (NAROT 2017-A Indenture) (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(d)(4); and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;Indenture or the other Basic Documents; and (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(d)(4); andand 28 (NAROT 2019-B Indenture) (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;Indenture or the other Basic Documents; and (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(d)(4); andand 30 (NAROT 2019-C Indenture) (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and 27 (Nissan 2015-C Indenture) (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(c)(4); and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(c)(4); and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. 26 (Nissan 2014-A Indenture) Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and 28 (NAROT 2016-B Indenture) (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(d)(4); and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(c)(4); and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. 26 (Nissan 2013-C Indenture) Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority Notes representing more than 50% of the Note Balance of the Outstanding Amount Notes on the applicable Record Date shall, [with the consent of the Notes of the Controlling Class, acting together as a single Class, shall Note Insurer,] have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Notes representing not less than percentages the percentage of the Note Balance of the Outstanding Amount of the Notes of the relevant Class set forth specified in Section 5.04 or 5.055.17(b) (i), as unless Section 5.17(b) (ii) is applicable; and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and 29 (NAROT 2017-B Indenture) (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(d)(4); and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together voting as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and 27 (Nissan 2015-B Indenture) (iib) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by Holders of Notes representing not less than percentages the applicable percentage of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04(c)(4); and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of holding at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) subject to the express terms of Section 5.5, any direction to the Indenture Trustee to sell or liquidate the Trust Estate Collateral shall be by all the Noteholders; (c) if the conditions set forth in Section 5.6 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to such Section, then any direction to the Indenture Trustee by Holders of Notes representing not less than percentages 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral shall be of the relevant Class set forth in Section 5.04 or 5.05, as applicableno force and effect; and (iiid) the Indenture Trustee may take any other action deemed proper prudent by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 6.1, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders Noteholder(s) not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than percentages of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableapplicable (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority Notes representing more than 50% of the Note Principal Balance of the Outstanding Amount Notes of both of the Notes Classes on the applicable Record Date shall, with the consent of the Controlling ClassNote Insurer, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (i) : such direction shall not be in conflict with any rule of law or with this Indenture; (iia) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Notes representing not less than percentages the percentage of the Note Principal Balance of the Outstanding Amount of the Notes of the relevant Class set forth specified in Section 5.04 or 5.055.17(b)(i) hereof, as unless Section 5.17(b)(ii) hereof is applicable; and (iiib) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 6.01 hereof, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of at least a majority Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Section 11.01 have been satisfied in full, Noteholders evidencing not less than 66?% of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, Voting Rights shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that. Notwithstanding the foregoing: (i) no such direction shall not be in conflict with any rule of law or with this Indenture; (ii) the Trustee shall not be required to follow any such direction which the Trustee believes may be unduly prejudicial to the Indenture rights of another Noteholder not joining in such direction or which the Trustee to sell or liquidate believes might result in any personal liability on the Trust Estate shall be by Holders of Notes representing not less than percentages part of the Outstanding Amount of Trustee for which the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableTrustee is not indemnified to its reasonable satisfaction; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with any such direction. Notwithstanding ; PROVIDED that the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights shall give notice of any Noteholders not consenting such action to such actioneach Noteholder.

Control by Noteholders. The Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 10.1(a)(i) and (ii) have been satisfied in full, the Holders of at least a majority 66-2/3% of the then Outstanding Principal Amount of the Notes of the Controlling Class, acting together as a single Class, any Series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes Trustee, or exercising any trust or power conferred on the Indenture Trustee; provided, that:with respect to the Notes of such Series. Notwithstanding the foregoing, (i) no such direction shall not be in conflict with any rule of law or with this Indenture; (ii) the Trustee shall not be required to follow any such direction to which the Indenture Trustee to sell or liquidate reasonably believes might result in any personal liability on the Trust Estate shall be by Holders of Notes representing not less than percentages part of the Outstanding Amount of Trustee for which the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableTrustee is not adequately indemnified; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with any such direction. Notwithstanding ; PROVIDED that the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights shall give notice of any Noteholders not consenting such action to each Noteholder of such actionSeries.

Control by Noteholders. The Holders Notwithstanding any other provision of at least this Indenture, a majority of the Outstanding Amount of the Notes Majority of the Controlling Class, acting together as a single Classon behalf of the Holders of all the Notes, shall have the right (a) to cause the institution of and direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or (b) subject to Section 6.03(e), to direct the Trustee with respect to the Notes or exercising its exercise of any right, remedy, trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with any express provision of this IndentureIndenture (including any provision hereof which expressly provides for a greater percentage of any Class of Notes or an additional Class of Notes to effect an action hereunder and any provision providing express personal protection to the Trustee or a limitation on the liability of the Issuer; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than percentages of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable; and (iiib) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided that, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it reasonably determines would be illegal or may not lawfully be taken, might subject involve it in liability (unless the Trustee has received satisfactory indemnity against such liability as set forth below); (c) the Trustee shall have been provided with an indemnity satisfactory to personal liability or would be unduly prejudicial it; and (d) any direction to the rights Trustee to undertake a Sale of any Noteholders not consenting to such actionthe Collateral shall be made only pursuant to, and in accordance with, Sections 5.04, 5.05 and 5.18.

Control by Noteholders. The (a) Notwithstanding any other provision of this Indenture, the Holders of at least a majority of the Outstanding Amount of the Notes Majority of the Controlling Class, acting together as a single Class, Class shall have the right to cause the institution of and direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or for exercising any trust trust, right, remedy or power conferred on the Indenture Trustee; provided, that: (i) such direction shall not be in conflict with any rule of law or with this IndentureIndenture (including, without limitation, a limitation on the liability of the Co-Issuers as set forth in Section 2.7(k)); (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than percentages of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 6.1, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it in liability (unless the Trustee has received satisfactory indemnity against such liability as set forth below); (iii) the Trustee shall have been provided with indemnity satisfactory to personal liability or would be unduly prejudicial it; and (iv) any direction to the rights Trustee to undertake a Sale of any Noteholders not consenting to such actionthe Collateral shall be by the Holders of Notes secured thereby representing the percentage of the Aggregate Outstanding Amount of Notes specified in Section 5.5.

Control by Noteholders. The Holders of at least a majority Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Section 11.01 have been satisfied in full, Noteholders evidencing not less than 66-2/3% of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, Voting Rights shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that. Notwithstanding the foregoing: (i) no such direction shall not be in conflict with any rule of law or with this Indenture; (ii) the Trustee shall not be required to follow any such direction which the Trustee believes may be unduly prejudicial to the Indenture rights of another Noteholder not joining in such direction or which the Trustee to sell or liquidate believes might result in any personal liability on the Trust Estate shall be by Holders of Notes representing not less than percentages part of the Outstanding Amount of Trustee for which the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableTrustee is not indemnified to its reasonable satisfaction; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with any such direction. Notwithstanding ; provided that the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights shall give notice of any Noteholders not consenting such action to such actioneach Noteholder.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling ClassClass A Notes, acting together as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than percentages of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableapplicable (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, Required Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (i) such direction shall not be in conflict with any rule of law Law or with this Indenture;; 70 4149-1382-4069 (ii) subject to the express terms of Section 10.4 and Section 10.5, any direction to the Indenture Trustee to sell or liquidate the Trust Estate Underlying Securities shall be by the Holders of Notes representing not less than percentages 100% of the Outstanding Amount aggregate outstanding principal balance of all the Notes of Notes; (iii) the relevant Class set forth in Section 5.04 or 5.05, as applicableIndenture Trustee shall have been provided with indemnity satisfactory to it; and (iiiiv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 11.1, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority Notes representing more than 50% of the Note Principal Balance of the Outstanding Amount Notes on the applicable Record Date shall, with the consent of the Notes of the Controlling ClassInitial Purchaser, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Notes representing not less than percentages the percentage of the Note Principal Balance of the Outstanding Amount of the Notes of the relevant Class set forth specified in Section 5.04 or 5.055.17(b)(i) hereof, as unless Section 5.17(b)(ii) hereof is applicable; and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee or as directed by the Initial Purchaser that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 6.01 hereof, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Section 11.01 hereof have been satisfied in full, the Majority of Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that. Notwithstanding the foregoing: (i) no such direction shall not be in conflict with any rule of law or with this Indenture; (ii) the Trustee shall not be required to follow any such direction which the Trustee believes may be unduly prejudicial to the Indenture rights of another Noteholder not joining in such direction or which the Trustee to sell or liquidate believes might result in any personal liability on the Trust Estate shall be by Holders of Notes representing not less than percentages part of the Outstanding Amount of Trustee for which the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableTrustee is not indemnified to its reasonable satisfaction; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with any such direction. Notwithstanding ; PROVIDED that the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights shall give notice of any Noteholders not consenting such action to such actioneach Noteholder.

Control by Noteholders. The Holders of at least a majority Secured Notes representing more than 50% of the Note Principal Balance of the Outstanding Amount Notes on the applicable Record Date shall, with the consent of the Notes of the Controlling ClassNote Purchaser, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Secured Notes representing not less than percentages the percentage of the Note Principal Balance of the Outstanding Amount of the Notes of the relevant Class set forth specified in Section 5.04 or 5.055.17(b)(i) hereof, as unless Section 5.17(b)(ii) hereof is applicable; and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee or as directed by the Note Purchaser that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 6.01 hereof, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 10.01(a)(i) and (ii) have been satisfied in full, the holders of at least a majority 66-2/3% of the then Outstanding Principal Amount of the Notes of the Controlling Class, acting together as a single Class, any Series shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes Trustee, or exercising any trust or power conferred on the Indenture Trustee; provided, that:with respect to the Notes of such Series. Notwithstanding the foregoing, (i) no such direction shall not be in conflict with any rule of law or with this Indenture; (ii) the Trustee shall not be required to follow any such direction to which the Indenture Trustee to sell or liquidate reasonably believes might result in any personal liability on the Trust Estate shall be by Holders of Notes representing not less than percentages part of the Outstanding Amount of Trustee for which the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableTrustee is not adequately indemnified; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that which is not inconsistent with any such direction. Notwithstanding ; provided that the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights shall give notice of any Noteholders not consenting such action to each Noteholder of such actionSeries.

Control by Noteholders. The Insurer, or if any Insurer Default shall have occurred and be continuing, or if the Policy shall have terminated in accordance with its terms, the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, Note Balances shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate Pledged Assets shall be by Holders subject to the terms of Notes representing not less than percentages of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicable5.04; and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and Section 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be takendetermines, in its sole discretion, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, Required Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (i) such direction shall not be in conflict with any rule of law Law or with this Indenture; (ii) subject to the express terms of Section 10.4 and Section 10.5, any direction to the Indenture Trustee to sell or liquidate the Trust Estate Underlying Securities shall be 72 4143-0949-1521 by the Holders of Notes representing not less than percentages 100% of the Outstanding Amount aggregate outstanding principal balance of all the Notes of Notes; (iii) the relevant Class set forth in Section 5.04 or 5.05, as applicableIndenture Trustee shall have been provided with indemnity satisfactory to it; and (iiiiv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 11.1, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.

Control by Noteholders. The Holders of at least a majority Notes representing more than 50% of the Note Principal Balance of the Outstanding Amount Notes of all of the Notes Classes on the applicable Record Date shall, with the consent of the Controlling ClassNote Insurer, acting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, PROVIDED that: (ia) such direction shall not be in conflict with any rule of law or with this Indenture; (iib) any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Trust Estate shall be by the Holders of Notes representing not less than percentages the percentage of the Note Principal Balance of the Outstanding Amount of the Notes of the relevant Class set forth specified in Section 5.04 or 5.055.17(b)(i) hereof, as unless Section 5.17(b)(ii) hereof is applicable; and (iiic) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01to Section 6.01 hereof, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly unjustly prejudicial to the rights of any Noteholders not consenting to such actionconsenting.

Control by Noteholders. The Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class, acting together as a single Class, Required Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (i) such direction shall not be in conflict with any rule of law Law or with this Indenture; (ii) subject to the express terms of Section 10.4, any direction to the Indenture Trustee to sell or liquidate the Trust Estate Receivables shall be by the Holders of Notes representing not less than percentages 100% of the Outstanding Amount aggregate outstanding principal balance of all the Notes of Notes; (iii) the relevant Class set forth in Section 5.04 or 5.05, as applicableIndenture Trustee shall have been provided with indemnity satisfactory to it; and (iiiiv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Sections 5.07 and 6.01Section 11.1, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject involve it to personal in liability or would be unduly prejudicial to might materially adversely affect the rights of any Noteholders not consenting to such action.. 4166-0661-7649.19

Control by Noteholders. The Holders of at least a majority 51% of the Outstanding Amount of the Notes of the Controlling ClassNotes, acting together as a single Classclass, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than percentages of the Outstanding Amount of the Notes of the relevant Class set forth in Section 5.04 or 5.05, as applicableapplicable (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates); and (iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Sections 5.07 and 6.01, the Indenture Trustee need not take any action that it determines would be illegal or may not lawfully be taken, might subject it to personal liability or would be unduly prejudicial to the rights of any Noteholders not consenting to such action.