Common use of Control by Noteholders Clause in Contracts

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (a) the direction does not conflict with any law or with this Indenture; (b) except for Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the Collateral under Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the Collateral will 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the action.

Control by Noteholders. The Noteholders Holders of a majority at least 51% of the Note Balance Outstanding Amount of the Controlling Class A Notes, 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: (ai) the such direction does shall not be in conflict with any rule of law or with this Indenture; (bii) except for Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the Collateral must Trust Estate shall be made by the Noteholders Holders of 100% Notes representing not less than percentages of the Note Balance Outstanding Amount of the Controlling Class; (c) if the Indenture Trustee elects to retain the Collateral under Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% Notes of the Note Balance relevant Class set forth in Section 5.04 or 5.05, as applicable (excluding for such purposes the outstanding principal amount of the Controlling Class to sell any Notes held of record or liquidate the Collateral will be beneficially owned by TMCC, TAFR LLC or any of no force and effecttheir Affiliates); and (diii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with the direction from the Noteholders of a majority of the Note Balance of the Controlling Classsuch direction. Notwithstanding the rights of Noteholders set forth in this Section 5.13Section, 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 materially adversely affect subject it to personal liability or would be unduly prejudicial to the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders Holders of a majority of the Note Balance Outstanding Amount of the Controlling Notes (or, if less than all Classes are affected, the affected Class or Classes) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Note Trustee with respect to the Notes of such Class or Classes or exercising any trust or power conferred on the Indenture TrusteeNote Trustee with respect to such Class or Classes; provided provided, however, that: (a) the such direction does shall not be in conflict with any rule of law or with this Note Indenture; (b) except for subject to the express terms of Section 5.6(b)5.04, any direction to the Indenture Note Trustee to sell or liquidate the Collateral must shall be made by the Noteholders Holders of 100% Notes representing not less than 100 percent of the Note Balance Outstanding Amount of the Controlling ClassNotes; (c) if the Indenture conditions set forth in Section 5.05 have been satisfied and the Note Trustee elects to retain the Collateral under Section 5.7pursuant to such Section, then any direction to the Indenture Note Trustee by Noteholders Holders of Notes representing less than 100% 100 percent of the Note Balance Outstanding Amount of the Controlling Class Notes to sell or liquidate the Collateral will shall be of no force and effect; and (d) the Indenture Note Trustee may take any other action deemed proper by the Indenture Note Trustee that is not inconsistent with the direction from the Noteholders of a majority of such direction; provided, however, that, subject to Section 6.01, the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders in this Section 5.13, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders If the Trustee (acting at the direction of a majority of the Note Balance of Noteholders) is the Controlling Class Party, a 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 that: (ai) the such direction does shall not be in conflict with any rule of law or with this Indenture; (bii) except for subject to the express terms of Section 5.6(b)5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral must Trust Estate shall be made by the Noteholders Holders of Notes representing not less than 100% of the Note Balance Outstanding Amount of the Controlling ClassNotes; (ciii) if the Indenture conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Collateral under Section 5.7Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Noteholders Holders of Notes representing less than 100% of the Note Balance Outstanding Amount of the Controlling Class each class of Notes to sell or liquidate the Collateral will Trust 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders in this such direction; provided, however, that, subject to Section 5.136.1, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders Subject to Section 8.16 hereof, the Holders of a majority Notes representing more than 50% of the Note Balance of the Controlling Outstanding Notes of a Class of Notes on the applicable Record Date shall, with the consent of the Note Insurer in the absence of a Note Insurer Default, 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: (a) the such direction does shall not be in conflict with any rule of law or with this Indenture; (b) except for Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate undertake a Sale of the Collateral must Trust Estate shall be made by the Noteholders Holders of 100% Notes representing the percentage of the Note Balance of the Controlling Class; Outstanding Notes specified in Section 5.17(b) (ci), unless Section 5.17(b) if the Indenture Trustee elects to retain the Collateral under Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the Collateral will be of no force and effect(ii) is applicable; and (dc) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders in this such direction; PROVIDED, HOWEVER, that, subject to Section 5.136.01, the Indenture Trustee need not take any action that it determines might materially adversely affect involve it in liability or be unjustly prejudicial to the rights of any Noteholders not consenting to the actionconsenting.

Control by Noteholders. The Noteholders Holders of a majority at least 51% of the Note Balance Outstanding Amount of the Controlling Class A Notes, 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: (ai) the such direction does shall not be in conflict with any rule of law or with this Indenture; (bii) except for Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the Collateral must Trust Estate shall be made by the Noteholders Holders of 100% Notes representing not less than percentages of the Note Balance Outstanding Amount of the Controlling Class; (c) if the Indenture Trustee elects to retain the Collateral under Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% Notes of the Note Balance relevant Class set forth in Section 5.04 or 5.05, as applicable (excluding for such purposes the outstanding principal amount of the Controlling Class to sell any Notes held of record or liquidate the Collateral will be beneficially owned by TMCC, TMCRC or any of no force and effecttheir Affiliates); and (diii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with the direction from the Noteholders of a majority of the Note Balance of the Controlling Classsuch direction. Notwithstanding the rights of Noteholders set forth in this Section 5.13Section, 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 materially adversely affect subject it to personal liability or would be unduly prejudicial to the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that: (a) the such direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the 2013-A Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the 2013-A Collateral under pursuant to Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the 2013-A Collateral will 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 the such direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Majority Noteholders of a majority of the Note Balance of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that: (a) the such direction does shall not be in conflict with any rule of law or with this Indenture; (b) except for subject to the terms of Section 5.6(b)5.04, any direction to the Indenture Trustee to sell or liquidate the Collateral must Trust Estate shall be made by the Noteholders Holders of Notes evidencing not less than 100% of the Note Balance of the Controlling ClassBalance; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral under Section 5.7Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Noteholders the Holders of Notes evidencing less than 100% of the Note Balance of the Controlling Class to sell or liquidate the Collateral will Trust 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Classsuch direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 5.136.01, the Indenture Trustee need not take any action that it determines might involve it in liability for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of at least a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (a) the such direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the Collateral under pursuant to Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the Collateral will 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 the such direction from the Noteholders of at least a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that: (a) the such direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the 2014-A Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the 2014-A Collateral under pursuant to Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the 2014-A Collateral will 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 the such direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders Holders of a majority (or 66-2/3% if an Event of Default has occurred and is continuing) of the Note Balance Outstanding Principal Amount of the Controlling Class Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (ai) the such direction does shall not be in conflict with any rule of law or with this Indenture; (bii) except for subject to the express terms of Section 5.6(b)5.04, any direction to the Indenture Trustee to sell or liquidate the Collateral must Trust Estate shall be made by the Noteholders Holders of Notes representing not less than 100% of the Note Balance Outstanding Principal Amount of the Controlling ClassNotes; (ciii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral under Section 5.7Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Noteholders Holders of Notes representing less than 100% of the Note Balance Outstanding Principal Amount of the Controlling Class Notes to sell or liquidate the Collateral will Trust 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders in this such direction; provided, however, that, subject to Section 5.136.01, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (a) the such direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the 2011-B Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the 2011-B Collateral under pursuant to Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the 2011-B Collateral will 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 the such direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that: (a) the such direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the 2013-B Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the 2013-B Collateral under pursuant to Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the 2013-B Collateral will 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 the such direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to regarding the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that: (a) the direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the 2015-A Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the 2015-A Collateral under Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the 2015-A Collateral will 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; Trustee provided that: (a) the such direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the 2011-A Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the 2011-A Collateral under pursuant to Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the 2011-A Collateral will 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 the such direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of a majority of Except as specifically set forth herein, the Note Balance of the Controlling Class Majority Investors 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: (a) the such direction does shall not be in conflict with any rule of law or with this Indenture; (b) except for Section 5.6(b)if an Event of Default occurs with respect to less than all Series of Outstanding Notes, any direction 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 to sell or liquidate shall exercise such rights and remedies at the Collateral must be made by direction of the Noteholders of 100% holding Notes evidencing a majority of the Note Balance Series Outstanding Amount of the Controlling Classall such Series of Notes; (c) if the Indenture Trustee elects to retain the Collateral under Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the Collateral will 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 the such direction; and (d) such direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders shall be in this writing; and provided, further, that subject to Section 5.136.01, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to regarding the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that: (a) the direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the 2014-B Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the 2014-B Collateral under Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the 2014-B Collateral will 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to regarding the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that: (a) the direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the 2015-B Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the 2015-B Collateral under Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the 2015-B Collateral will 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that: (a) the such direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the 2012-B Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the 2012-B Collateral under pursuant to Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the 2012-B Collateral will 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 the such direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that: (a) the such direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the 2012-A Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the 2012-A Collateral under pursuant to Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the 2012-A Collateral will 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 the such direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders If the Trustee is the Controlling Party, the Holders of a majority of the Note Balance Outstanding Amount of the Controlling Class Notes shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided PROVIDED that: (ai) the such direction does shall not be in conflict with any rule of law or with this Indenture; (bii) except for subject to the express terms of Section 5.6(b)5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral must Trust Estate shall be made by the Noteholders Holders of Notes representing not less than 100% of the Note Balance Outstanding Amount of the Controlling ClassNotes; (ciii) if the Indenture conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Collateral under Section 5.7Trust Estate pursuant to such Section, then any direction to the Indenture Trustee trustee by Noteholders Holders of Notes representing less than 100% of the Note Balance Outstanding Amount of the Controlling Class Notes to sell or liquidate the Collateral will Trust 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders in this such direction; PROVIDED, HOWEVER, that, subject to Section 5.136.1, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; Trustee provided that: (a) the such direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the 20_-_ Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the 20_-_ Collateral under pursuant to Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the 20_-_ Collateral will 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 the such direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to regarding the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that: (a) the direction does not conflict with any law or with this Indenture; (b) except for as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the 20__-_ Collateral must be made by the Noteholders of 100% of the Note Balance of the Controlling Class; (c) if the Indenture Trustee elects to retain the 20__-_ Collateral under Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the 20__-_ Collateral will 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to the action.

Control by Noteholders. The Noteholders Holders of a majority of the Note Balance Outstanding Amount of the Controlling Notes (or, if less than all Classes are affected, the affected Class or Classes) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Note Trustee with respect to the Notes of such Class or Classes or exercising any trust or power conferred on the Indenture TrusteeNote Trustee with respect to such Class or Classes; provided PROVIDED, HOWEVER, that: (ai) the such direction does shall not be in conflict with any rule of law or with this Note Indenture; (bii) except for subject to the express terms of Section 5.6(b)5.04, any direction to the Indenture Note Trustee to sell or liquidate the Collateral must shall be made by the Noteholders Holders of 100% Notes representing not less than 100 percent of the Note Balance Outstanding Amount of the Controlling ClassNotes; (ciii) if the Indenture conditions set forth in Section 5.05 have been satisfied and the Note Trustee elects to retain the Collateral under Section 5.7pursuant to such Section, then any direction to the Indenture Note Trustee by Noteholders Holders of Notes representing less than 100% 100 percent of the Note Balance Outstanding Amount of the Controlling Class Notes to sell or liquidate the Collateral will shall be of no force and effect; and (div) the Indenture Note Trustee may take any other action deemed proper by the Indenture Note Trustee that is not inconsistent with the direction from the Noteholders of a majority of such direction; PROVIDED, HOWEVER, that, subject to Section 6.01, the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders in this Section 5.13, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders If the Trustee is the Controlling Party, the Holders of a majority of the Note Balance Outstanding Amount of the Controlling Class Notes shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (ai) the such direction does shall not be in conflict with any rule of law or with this Indenture; (bii) except for subject to the express terms of Section 5.6(b)5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral must Trust Estate shall be made by the Noteholders Holders of Notes representing not less than 100% of the Note Balance Outstanding Amount of the Controlling ClassNotes; (ciii) if the Indenture conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Collateral under Section 5.7Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Noteholders Holders of Notes representing less than 100% of the Note Balance Outstanding Amount of the Controlling Class each class of Notes to sell or liquidate the Collateral will Trust 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders in this such direction; provided, however, that, subject to Section 5.136.1, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders If the Trustee is the Controlling Party, the Holders of a majority of the Note Balance Outstanding Amount of the Controlling Class Notes shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided PROVIDED that: (ai) the such direction does shall not be in conflict with any rule of law or with this Indenture; (bii) except for subject to the express terms of Section 5.6(b)5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral must Trust Estate shall be made by the Noteholders Holders of Notes representing not less than 100% of the Note Balance Outstanding Amount of the Controlling ClassNotes; (ciii) if the Indenture conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Collateral under Section 5.7Trust Estate pursuant to such Section, then any direction to the Indenture Trustee trustee by Noteholders Holders of Notes representing less than 100% of the Note Balance Outstanding Amount of the Controlling Class Notes to sell or liquidate the Collateral will Trust 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders in this such direction; PROVIDED, HOWEVER, that, subject to Section 5.136.1, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders Holders of a majority of the Note Balance Outstanding Amount of the Controlling Class 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 the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, however, that: (a) the such direction does shall not be in conflict with any rule of law or with this Indenture; (b) except for subject to the express terms of Section 5.6(b)5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral must Trust Estate shall be made by the Noteholders Holders of Notes representing not less than 100% of the Note Balance Outstanding Amount of the Controlling ClassNotes; (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral under Trust Estate pursuant to Section 5.75.5, then any direction to the Indenture Trustee by Noteholders Holders of Notes representing less than 100% of the Note Balance Outstanding Amount of the Controlling Class Notes to sell or liquidate the Collateral will Trust 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders in this such direction; provided, however, that, subject to Section 5.136.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability or might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders Holders of a majority of the Note Balance of the Controlling Most Senior Class of Notes shall have the right (subject to the provisions of Section 5.06) to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (ai) the such direction does shall not be in conflict with any rule of law or with this Indenture; (bii) except for Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the Collateral must Trust Estate shall be made by Holders of Notes representing the Noteholders of 100% Percentage Interest of the Note Balance of the Controlling ClassMost Senior Class of Notes as provided in Section 5.15; (ciii) if the conditions set forth in Section 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Collateral under Section 5.7Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Noteholders Holders of less than 100% Notes of the Note Balance of the Controlling Most Senior Class to sell or liquidate the Collateral will Trust 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 5.136.01, the Indenture Trustee need not take any action that it determines might involve it in liability or, might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of a majority of If the Indenture Trustee is the Controlling Party, the Note Balance of the Controlling Class Majority shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (ai) the such direction does shall not be in conflict with any rule of law or with this Indenture; (bii) except for subject to the express terms of Section 5.6(b)7.04, any direction to the Indenture Trustee to sell or liquidate the Collateral must Auto Loans and Other Conveyed Property that comprise the Series Pool shall be made by the Noteholders Holders of Notes representing not less than 100% of the Note Balance Outstanding Amount of the Controlling ClassNotes; (ciii) if the conditions set forth in Section 7.04 have been satisfied and the Indenture Trustee elects to retain the Collateral under Section 5.7Auto Loans and Other Conveyed Property that comprise the Series Pool pursuant to such Section, then any direction to the Indenture Trustee by Noteholders Holders of Notes representing less than 100% of the Note Balance Outstanding Amount of the Controlling Class Notes to sell or liquidate the Collateral will Auto Loans and Other Conveyed Property that comprise the Series Pool 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders in this such direction; provided, however, that, subject to Section 5.138.01, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to the such action.

Control by Noteholders. The Noteholders of a majority of the Note Balance of the Controlling Class Majority Priority ---------------------- Highest Classes Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, however, that: (a) the such direction does shall not be in conflict with any rule of law or with this Indenture; (b) except for subject to the express terms of Section 5.6(b)5.04 hereof, any direction ------------ to the Indenture Trustee to sell or liquidate the Collateral must shall be made by the Noteholders Holders of Notes representing not less than 100% of the Note Balance Voting Interests of the Controlling Classall Classes of Notes Outstanding; (c) if the conditions set forth in Section 5.05 hereof have been ------------ satisfied and the Indenture Trustee elects to retain the Collateral under Section 5.7pursuant to such Section, then any direction to the Indenture Trustee by Noteholders Holders of Notes representing less than 100% of the Note Balance Voting Interests of the Controlling Class all Classes of Notes Outstanding to sell or liquidate the Collateral will 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 the direction from the Noteholders of a majority of the Note Balance of the Controlling Classsuch direction. Notwithstanding the rights of the Noteholders set forth in this Section 5.135.11, subject to Section 6.01 hereof, the Indenture Trustee need not ------------ ------------ take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to the such action.