Common use of Control by Owners Clause in Contracts

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, Section 8.20 and Section 10.1 hereof, provided that: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, which is not inconsistent with such direction; provided, however, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided that: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such directiondirection (and which does not require Certificate Insurer consent or direction pursuant to the terms of this Agreement); provided, however, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R C Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided that: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such direction; provided, however, that neither of the Trustee Sellers nor the Trustee, as the case may be, need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided that: (1i) such direction shall not be in conflict with any rule of law or with this Agreement; (2ii) the Trustee shall have been provided with indemnity satisfactory to it; and (3iii) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such direction; provided, however, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests Voting Rights represented by the Class A Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided thatPROVIDED THAT: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such directiondirection (and which does not require Certificate Insurer consent or direction pursuant to the terms of this Agreement); providedPROVIDED, howeverHOWEVER, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, or if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided that: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such directiondirection (and which does not require Certificate Insurer consent or direction pursuant to the terms of the Agreement); provided, however, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Trust or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided that: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such direction; provided, however, that neither of the Trustee Sellers nor the Trustee, as the case may be, need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), ) or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R RS Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), ) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.3 and Section 8.20 and Section 10.1 hereof, ; provided that: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, which is not inconsistent with such direction; provided, however, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing; provided, further, that in the event that any directions provided by the Trustee and the Certificate Insurer conflict with each other, the Certificate Insurer's direction shall prevail.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided that: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such direction; provided, however, that neither of the Trustee Sellers nor the Trustee, as the case may be, need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class B-IO Certificates and the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided that: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such direction; provided, however, that neither of the Trustee Sellers nor the Trustee, as the case may be, need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Group I Insurer (so long as a Group I Insurer Default has not occurred and is continuing) or the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates then Outstanding, with the consent of the Certificate Insurer Control Party (which may not be unreasonably withheld), ) or, if there are no longer any Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer Control Party (which may not be unreasonably withheld), ) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee Control Party with respect to the Certificates or exercising any trust or power conferred on the Trustee Control Party with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.3 and Section 8.20 and Section 10.1 hereof, ; provided that: (1A) such direction shall not be in conflict with any rule of law or with this Agreement; (2B) the Trustee Control Party shall have been provided with indemnity satisfactory to it; and (3C) the Trustee may take any other action deemed proper by the Trustee, which is not inconsistent with such direction; provided, however, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.; provided, further, that in the event that any directions provided by the Trustee and the

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates then Outstanding, with the consent of the Certificate Insurer Trustee (which may not be unreasonably withheld), ) or, if there are no longer any Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer Trustee (which may not be unreasonably withheld), ) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.3 and Section 8.20 and Section 10.1 hereof, ; provided that: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, which is not inconsistent with such direction; provided, however, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, Section 8.20 and Section 10.1 hereof, provided thatPROVIDED THAT: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, which is not inconsistent with such direction; providedPROVIDED, howeverHOWEVER, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class X Certificates and the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided that: (1i) such direction shall not be in conflict with any rule of law or with this Agreement; (2ii) the Trustee shall have been provided with indemnity satisfactory to it; and (3iii) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such direction; provided, however, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided thatPROVIDED THAT: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such directiondirection (and which does not require Certificate Insurer consent or direction pursuant to the terms of this Agreement); providedPROVIDED, howeverHOWEVER, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), ) or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates Originator's Interest then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), ) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust EstateFund, including, but not limited to, those powers set forth in Section 6.3, 6.3 and Section 8.20 and Section 10.1 hereof, ; provided that: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, which is not inconsistent with such direction; provided, however, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.. 72

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates and Class B then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided that: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such direction; provided, however, that neither of the Trustee Sellers nor the Trustee, as the case may be, need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class X-IO and Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided thatPROVIDED THAT: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; and (3) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such directiondirection (and which does not require Certificate Insurer consent or direction pursuant to the terms of this Agreement); providedPROVIDED, howeverHOWEVER, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided that: (1i) such direction shall not be in conflict with any rule of law or with this Agreement; (2ii) the Trustee shall have been provided with indemnity satisfactory to it; and (3iii) the Trustee theTrustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such direction; provided, however, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class X Certificates and the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided that: : (1i) such direction shall not be in conflict with any rule of law or with this Agreement; ; (2ii) the Trustee shall have been provided with indemnity satisfactory to it; and and (3iii) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such direction; provided, however, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, Section 8.20 and Section 10.1 hereof, provided that: (1) such direction shall not be in conflict with any rule of law or with this Agreement; (2) the Trustee shall have been provided with indemnity satisfactory to it; andand 203968.5d (3) the Trustee may take any other action deemed proper by the Trustee, which is not inconsistent with such direction; provided, however, that the Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates then Outstanding, Outstanding with the consent of the Certificate Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class X Certificates and the Class R Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, 6.03 and Section 8.20 and Section 10.1 hereof, provided that: (1i) such direction shall not be in conflict with any rule of law or with this Agreement; (2ii) the Trustee shall have been provided with indemnity satisfactory to it; and (3iii) the Trustee may take any other action deemed proper by the Trustee, as the case may be, which is not inconsistent with such direction; provided, however, that the Trustee Seller or the Trustee, as the case may be, need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.

Control by Owners. The Certificate Note Insurer or the Owners of a majority of the Percentage Interests represented by the Class A Certificates Notes then Outstanding, Outstanding with the consent of the Certificate Note Insurer (which may not be unreasonably withheld), or, if there are no longer any Class A Certificates Notes then Outstanding, by such majority of the Percentage Interests represented by the Class R Issuer's Certificates then Outstanding, with the consent of the Certificate Insurer (which may not be unreasonably withheld), Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee with respect to the Certificates Notes or exercising any trust or power conferred on the Indenture Trustee with respect to the Certificates Notes or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3, Section 8.20 5.03 and Section 10.1 7.20 hereof, provided that: (1) such direction shall not be in conflict with any rule of law or with this AgreementIndenture; (2) the Indenture Trustee shall have been provided with indemnity satisfactory to it; and (3) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee, as the case may be, which is not inconsistent with such directiondirection (and which does not require Note Insurer consent or direction pursuant to the terms of this Indenture); provided, however, that the Indenture Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Owners not so directing.