Common use of Control by Owners Clause in Contracts

Control by Owners. The Certificate Insurer (so long as a Certificate Insurer Default has not occurred and is continuing) or the Owners of a majority of the Percentage Interests represented by the Class [A] Certificates then Outstanding, with the consent of the Control Party (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 [Residual Class] Certificates then Outstanding, with the consent of the 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 Control Party with respect to the Certificates or exercising any trust or power conferred on the Control Party with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3 and Section 8.20 hereof; provided that: (A) such direction shall not be in conflict with any rule of law or with this Agreement; (B) the Control Party shall have been provided with indemnity satisfactory to it; and (C) 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. So long as an Certificate Insurer Default has not occurred and is continuing, the Certificate Insurer shall act as the Control Party and be subrogated thereto until all Reimbursement Amounts have been paid.

Control by Owners. The Certificate Insurer (so long as a Certificate Insurer Default has not occurred and is continuing) or the Owners of a majority of the Percentage Interests represented by the Class [A] A Certificates then Outstanding, with the consent of the Control Party (which may not be unreasonably withheld) or, if there are no longer any Class [A] A Certificates then Outstanding, by such majority of the Percentage Interests represented by the [Residual Class] Class R Certificates then Outstanding, with the consent of the 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 Control Party with respect to the Certificates or exercising any trust or power conferred on the Control Party with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3 and Section 8.20 hereof; provided that: (A) such direction shall not be in conflict with any rule of law or with this Agreement; (B) the Control Party shall have been provided with indemnity satisfactory to it; and (C) 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. So long as an Certificate Insurer Default has not occurred and is continuing, the Certificate Insurer shall act as the Control Party and be subrogated thereto until all Reimbursement Amounts have been paid.

Control by Owners. The Certificate Insurer (so long as a Certificate Insurer Default has not occurred and is continuing) or the Owners of a majority of the Percentage Interests represented by the Class [A] A Certificates then Outstanding, with the consent of the Control Party (which may not be unreasonably withheld) or, if there are no longer any Class [A] A Certificates then Outstanding, by such majority of the Percentage Interests represented by the [Residual Class] Class R-II Certificates then Outstanding, with the consent of the 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 Control Party with respect to the Certificates or exercising any trust or power conferred on the Control Party with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3 and Section 8.20 hereof; provided provided, that: (Aa) such direction shall not be in conflict with any rule of law or with this Agreement; (Bb) the Control Party shall have been provided with indemnity satisfactory to it; and (Cc) 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. So long as an Certificate Insurer Default has not occurred and is continuing, the Certificate Insurer shall act as the Control Party and be subrogated thereto until all Reimbursement Amounts have been paid.

Control by Owners. The Certificate Insurer (so long as a Certificate Insurer Default has not occurred and is continuing) or the Owners of a majority of the Percentage Interests represented by the Class [A] A Certificates then Outstanding, with the consent of the Control Party (which may not be unreasonably withheld) or, if there are no longer any Class [A] A Certificates then Outstanding, by such majority of the Percentage Interests represented by the [Residual Class] Class R Certificates then Outstanding, with the consent of the 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 Control Party with respect to the Certificates or exercising any trust or power conferred on the Control Party with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3 and Section 8.20 hereof; provided that: (A) such direction shall not be in conflict with any rule of law or with this Agreement; (B) the Control Party shall have been provided with indemnity satisfactory to it; and (C) 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. So long as an Certificate Insurer Default has not occurred and is continuing, the Certificate Insurer shall act as the Control Party and be subrogated thereto until all Reimbursement Amounts have been paid.

Control by Owners. The Certificate Insurer (so long as a Certificate Insurer Default has not occurred and is continuing) or the Owners of a majority of the Percentage Interests represented by the Class [A] A Certificates then Outstanding, with the consent of the Control Party (which may not be unreasonably withheld) or, if there are no longer any Class [A] A Certificates then Outstanding, by such majority of the Percentage Interests represented by the [Residual Class] Class R-II Certificates then Outstanding, with the consent of the 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 Control Party with respect to the Certificates or exercising any trust or power conferred on the Control Party with respect to the Certificates or the Trust 70 77 Estate, including, but not limited to, those powers set forth in Section 6.3 6.03 and Section 8.20 hereof; provided provided, that: (Aa) such direction shall not be in conflict with any rule of law or with this Agreement; (Bb) the Control Party shall have been provided with indemnity satisfactory to it; and (Cc) 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. So long as an Certificate Insurer Default has not occurred and is continuing, the Certificate Insurer shall act as the Control Party and be subrogated thereto until all Reimbursement Amounts have been paid.

Control by Owners. The Certificate Insurer (so long as a Certificate Insurer Default has not occurred and is continuing) or the Owners of a majority of the Percentage Interests represented by the Class [A] A Certificates then Outstanding, with the consent of the Control Party (which may not be unreasonably withheld) or, if there are no longer any Class [A] A Certificates then Outstanding, by such majority of the Percentage Interests represented by the [Residual Class] Class R Certificates then Outstanding, with the consent of the 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 Control Party with respect to the Certificates or exercising any trust or power conferred on the Control Party with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3 and Section 8.20 hereof; provided that: (A) such direction shall not be in conflict with any rule of law or with this Agreement; (B) the Control Party shall have been provided with indemnity satisfactory to it; and (C) 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. So long as an a Certificate Insurer Default has not occurred and is continuing, the Certificate Insurer shall act as the Control Party and be subrogated thereto until all Reimbursement Amounts have been paid.

Control by Owners. The Certificate Insurer (so long as a Certificate Insurer Default has not occurred and is continuing) or the Owners of a majority of the Percentage Interests represented by the Class [A] A Certificates then Outstanding, with the consent of the Control Party (which may not be unreasonably withheld) or, if there are no longer any Class [A] A Certificates then Outstanding, by such majority of the Percentage Interests represented by the [Residual Class] Class R Certificates then Outstanding, with the consent of the 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 Control Party with respect to the Certificates or exercising any trust or power conferred on the Control Party with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3 and Section 8.20 hereof; provided that: (A) such direction shall not be in conflict with any rule of law or with this Agreement; (B) the Control Party shall have been provided with indemnity satisfactory to it; and (C) 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. So long as an Certificate Insurer Default has not occurred and is continuing, the Certificate Insurer shall act as the Control Party and be subrogated thereto until all Reimbursement Amounts have been paid.

Control by Owners. The Class A-8 and Class A-9 Certificate Insurer (so long as a Certificate Class A-8 and Class A-9 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 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 [Residual Class] Class R Certificates then Outstanding, with the consent of the 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 Control Party with respect to the Certificates or exercising any trust or power conferred on the Control Party with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3 and Section 8.20 hereof; provided that: (A1) such direction shall not be in conflict with any rule of law or with this Agreement; (B2) the Control Party shall have been provided with indemnity satisfactory to it; and (C3) 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, 69 81 further, that in the event that any directions provided by the Trustee and the Class A-8 and Class A-9 Certificate Insurer conflict with each other, the Class A-8 and Class A-9 Certificate Insurer's direction shall prevail. So long as an a Class A-8 and Class A-9 Certificate Insurer Default has not occurred and is continuing, the Class A-8 and Class A-9 Certificate Insurer shall act as the Control Party and be subrogated thereto until all Group II Reimbursement Amounts have been paid.

Control by Owners. The Class A-6 Certificate Insurer (so long as a Certificate Class A-6 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 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 [Residual Class] Class R Certificates then Outstanding, with the consent of 76 90 the 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 Control Party with respect to the Certificates or exercising any trust or power conferred on the Control Party with respect to the Certificates or the Trust Estate, including, but not limited to, those powers set forth in Section 6.3 and Section 8.20 hereof; provided that: (A1) such direction shall not be in conflict with any rule of law or with this Agreement; (B2) the Control Party shall have been provided with indemnity satisfactory to it; and (C3) 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 Class A-6 Certificate Insurer conflict with each other, the Class A-6 Certificate Insurer's direction shall prevail. So long as an a Class A-6 Certificate Insurer Default has not occurred and is continuing, the Class A-6 Certificate Insurer shall act as the Control Party and be subrogated thereto until all Group II Reimbursement Amounts have been paid.