Common use of Rights of Certificateholders to Direct Trustee Clause in Contracts

Rights of Certificateholders to Direct Trustee. Holders ---------------------------------------------- of Investor Certificates evidencing Undivided Interests evidencing more than 50% of the Aggregate Investor Interest (or, with respect to any remedy, trust or power that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such remedy, trust or power relates) shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that, subject to -------- ------- Section 11.1, the Trustee shall have the right to decline to follow any such ------------ direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further that nothing in this Agreement shall impair the -------- ------- right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction of such Holders of Investor Certificates.

Rights of Certificateholders to Direct Trustee. The Holders ---------------------------------------------- of Investor Certificates evidencing Undivided Interests evidencing aggregating more than 50% of the Aggregate Investor Interest Invested Amount of any Series with respect to matters affecting the related Series, or the Holders of Certificates aggregating together more than 50% of the Undivided Interests of each Series affected by such matter with respect to matters affecting more than one Series (or, unless with respect to any remedySeries another Person is designated as the Control Party with respect to that Series in the applicable Supplement, trust or power that does not relate in which case such Control Party shall have the right to all direct with respect to such Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such remedy, trust or power relates) shall have the right to direct the time, method, method and place of conducting at or by which the Trustee conducts any proceeding for any remedy available to the Trustee, or exercising exercises any such trust or power conferred on upon the Trustee; provided that to the extent that the Trustee fails -------- to make a demand for payment pursuant to or under any Enhancement Agreement then any Holder of an Investor Certificate shall have the right to direct the Trustee to make such demand for payment; provided, however, that, subject to Section -------- ------- Section 11.1------- 11.01, the Trustee shall have the right to decline to follow any such ------------ direction ----- if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such directionliability; and provided further provided, further, that nothing in this Agreement or any Supplement shall -------- ------- impair the -------- ------- right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction of such Holders of Investor Certificatesthe Certificateholders.

Rights of Certificateholders to Direct Trustee. Holders of ---------------------------------------------- of Investor Certificates evidencing Undivided Interests evidencing aggregating more than 50% of the Aggregate Investor Interest Invested Amount (or, with respect to any remedy, trust or power that does not relate to all Series, 50% of the aggregate unpaid principal amount Invested Amount of the Investor Certificates of all Series to which such remedy, trust or power relates) shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that Holders of Investor Certificates -------- ------- aggregating more than 50% of the aggregate Invested Amount of any Class may direct the Trustee to exercise its rights under Section 8.6; provided, further, -------- ------- that, subject to -------- ------- Section 11.1, the Trustee shall have the right to decline to follow any such ------------ direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders Certificate-holders not parties to such direction; and provided further provided, further, that nothing in this -------- ------- Agreement shall impair the -------- ------- right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction of such Holders of Investor Certificates.