Common use of Control by the Control Party Clause in Contracts

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e), at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral, in respect of any enforcement of Liens on the Collateral or conducting any proceeding for any remedy available to the Trustee and to direct the exercise of any trust or power conferred on the Trustee; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, the Servicing Standard or the Indenture; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with the consent of the Controlling Class Representative)); and (c) such direction shall be in writing; provided, further, that, subject to Section 10.1, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided herein.

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e)) of the Base Indenture, at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral, in respect of any enforcement of Liens on the Collateral or conducting any proceeding for any remedy available to the Trustee and to direct the or exercise of any trust or power conferred on the Trustee; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, the Servicing Standard Indenture, this Agreement or the Indentureany other Indenture Document; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with at the consent direction of the Controlling Class Representative)); and (c) such direction shall be in writing; provided, further, that, subject to Section 10.110.1 of the Base Indenture, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided hereinin the Base Indenture. The Trustee shall take no action referred to in this Section 6.5 unless instructed to do so by the Control Party (at the direction of the Controlling Class Representative).

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e), at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral, in respect of any enforcement of Liens on the Collateral or conducting any proceeding for any remedy available to the Trustee and to direct the or exercise of any trust or power conferred on the Trustee; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, with the Servicing Standard or the Indenturewith this Agreement; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with at the consent direction of the Controlling Class Representative)); and (c) such direction shall be in writing; provided, further, provided further that, subject to Section 10.110.1 of the Base Indenture, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided hereinin the Base Indenture. The Trustee shall take no action referred to in this Section 6.5 unless instructed to do so by the Control Party (at the direction of the Controlling Class Representative).

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e), acting at the direction of the Controlling Class Representative) may may, subject to the terms hereof, cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral, in respect of any enforcement of Liens on the Collateral or conducting any proceeding for any remedy available to the Trustee and to direct the or exercise of any trust or power conferred on the Trustee; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, the Servicing Standard law or with the Indenture; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at that is not inconsistent with the direction of the Controlling Class Representative) that is not inconsistent with Representative (as such direction (as the same may be modified by the Control Party (with the consent of the Controlling Class Representative)); and (c) such direction shall be in writing; provided, further, that, subject . Notwithstanding anything herein to Section 10.1the contrary, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided herein.

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e), at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral, Collateral or conducting any proceeding in respect of any enforcement of Liens on the Collateral or conducting any proceeding for any remedy available to the Trustee and to direct the or exercise of any trust or power conferred on the Trustee; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, the Servicing Standard or with the Indenture; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with the consent of the Controlling Class Representative)); and (c) such direction shall be in writing; provided, further, provided further that, subject to Section 10.1, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided herein.

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e)) of the Base Indenture, at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral, in respect of any enforcement of Liens on the Collateral or conducting any proceeding for any remedy available to the Trustee and to direct the exercise of any trust or power conferred on the Trustee; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, the Servicing Standard Standard, the Indenture or the Indenturethis Agreement; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with the consent of the Controlling Class Representative)); and (c) such direction shall be in writing; provided, further, that, subject to Section 10.110.1 of the Base Indenture, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided hereinin the Base Indenture. The Trustee shall take no action referred to in this Section 6.5 unless instructed to do so by the Control Party (at the direction of the Controlling Class Representative).

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e), ) of the Base Indenture at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral, in respect of any enforcement of Liens this Mortgage on the Collateral Mortgaged Property or other rights and remedies against the Mortgaged Property (to the extent permitted by applicable law) or conducting any proceeding for any remedy available to the Trustee and to direct the Beneficiary or exercise of any trust or power conferred on the TrusteeBeneficiary; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, with the Servicing Standard Standard, or the Indenturewith this Mortgage; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with the consent of the Controlling Class Representative)); and (c) such direction shall be in writing; provided, further, ; (d) provided further that, subject to Section 10.110.1 of the Base Indenture, the Trustee Beneficiary need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided hereinin the Base Indenture. The Beneficiary shall take no action referred to in this Section 5.12 unless instructed to do so by the Control Party (at the direction of the Controlling Class Representative).

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e), at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral, in respect of any enforcement of Liens on the Collateral or conducting any proceeding Proceeding for any remedy available to the Trustee and to direct the or exercise of any trust or power conferred on the Trustee; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, the Servicing Standard or the Indenturewith this Agreement; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with the consent of the Controlling Class Representative))direction; and (c) such direction shall be in writing; provided, further, provided further that, subject to Section 10.110.1 of the Base Indenture, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided hereinin the Base Indenture.

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e)) of the Base Indenture, at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral, in respect of any enforcement of Liens on the Collateral or conducting any proceeding for any remedy available to the Trustee and to direct the exercise of any trust or power conferred on the Trustee; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, the Servicing Standard Standard, the Indenture or the Indenturethis Agreement; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with at the consent direction of the Controlling Class Representative)); and (c) such direction shall be in writing; provided, further, that, subject to Section 10.110.1 of the Base Indenture, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided hereinin the Base Indenture. The Trustee shall take no action referred to in this Section 6.5 unless instructed to do so by the Control Party (at the direction of the Controlling Class Representative).

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e), acting at the direction of the Controlling Class Representative, subject to Section 11.4(f) of the Base Indenture) may cause the institution of institute and direct the time, method and place of conducting conducting, any proceeding in respect of any enforcement of the Collateral, Collateral or conducting any proceeding in respect of any enforcement of Liens on the Collateral or conducting any proceeding for any remedy available to the Trustee and to direct the exercise of any trust or power conferred on the Trustee; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, with the Servicing Manager Standard (if the Back-Up Manager is acting as Successor Manager), the Back-Up Management Standard or the Indenturewith this Agreement; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with the consent of the Controlling Class Representative)); and (c) such direction shall be in writing; provided, further, provided further that, subject to Section 10.110.1 of the Base Indenture, the Trustee need not take may refuse to follow any action that direction if it determines might involve it in liability unless reasonably believes such direction violates law, the Back-Up Management Standard, the Base Indenture or this Agreement or it has not received an indemnity for such liability as provided hereinreasonably satisfactory indemnity. The Trustee will take no action referred to in this Section 6.5 unless instructed to do so by the Control Party in writing.

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e)) of the Base Indenture, at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral, in respect of any enforcement of Liens on the Collateral or conducting any proceeding for any remedy available to the Trustee and to direct the or exercise of any trust or power conferred on the Trustee; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, with the Servicing Standard or the Indenturewith this Agreement; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with the consent of the Controlling Class Representative)); and (c) such direction shall be in writing; provided, further, provided further that, subject to Section 10.110.1 of the Base Indenture, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided hereinin the Base Indenture. The Trustee shall take no action referred to in this Section 6.5 unless instructed to do so by the Control Party (at the direction of the Controlling Class Representative).

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e), at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral, in respect of any enforcement of Liens on the Collateral or conducting any proceeding for any remedy available to the Trustee and to direct the Beneficiary or exercise of any trust or power conferred on the TrusteeBeneficiary; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, with the Servicing Standard Standard, or the Indenturewith this Mortgage; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with at the consent direction of the Controlling Class Representative)); and (c) such direction shall be in writing; provided, further, provided further that, subject to Section 10.110.1 of the Base Indenture, the Trustee Beneficiary need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided hereinin the Base Indenture. The Beneficiary shall take no action referred to in this Section 5.12 unless instructed to do so by the Control Party (at the direction of the Controlling Class Representative).

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e)) of the Indenture, at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral, in respect of any enforcement of Liens on the Collateral or conducting any proceeding for any remedy available to the Trustee and to direct the Beneficiary or exercise of any trust or power conferred on the TrusteeBeneficiary; provided that: (a) such direction of time, method and place shall not be in conflict with any rule of law, the Servicing Standard Standard, or the Indenturewith this Agreement; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with at the consent direction of the Controlling Class Representative)); and (c) such direction shall be in writing; provided, further, provided further that, subject to Section 10.110.1 of the Base Indenture, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided hereinin the Base Indenture. The Trustee shall take no action referred to in this Section 5.12 unless instructed to do so by the Control Party (at the direction of the Controlling Class Representative).

Control by the Control Party. Notwithstanding any other provision hereof, the Control Party (subject to Section 11.4(e), at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the CollateralCollateral (or, to the extent permitted by applicable law, other Securitized Assets) or conducting any proceeding in respect of any enforcement of Liens on the Collateral and other rights and remedies against the other Securitized Assets (to the extent permitted by applicable law) or conducting any proceeding for any contractual or legal remedy available to the Trustee and to direct the or exercise of any trust or power conferred on the Trustee; provided that: : (a) such direction of time, method and place shall not be in conflict with any rule of law, the Servicing Standard or the Indenture; ; (b) the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party (with the consent of the Controlling Class Representative)); and and (c) such direction shall be in writing; provided, further, that, subject to Section 10.1, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided herein.;