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

Rights of Certificateholders to Direct Trustee. Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (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 Trustee with respect to all matters relating to the administration of the Trust under the terms of this Agreement, including, without limitation, 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 relating to such proceeding; provided, however, that, subject to Section 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 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.

Rights of Certificateholders to Direct Trustee. Unless ---------------------------------------------- otherwise specified for any Series in the related Supplement, Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount of all Investor Certificates (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 Aggregate Invested Amount of all Series to which such remedy, trust affected by the conduct of any proceeding or power relates) the exercise of any right conferred on the Trustee shall have the right to direct the Trustee with respect to all matters relating to the administration of the Trust under the terms of this Agreement, including, without limitation, 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 relating to such proceedingTrustee; provided, however, that, subject to Section 11.0111.1, 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 for which it has not been adequately indemnified hereunder or be unduly prejudicial to the rights of Certificateholders of such Series not parties to such directiondirection or to the rights of Certificateholders of other Series; and and, provided -------- further 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.

Rights of Certificateholders to Direct Trustee. Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates The Trustee will perform its duties as Trustee hereunder and under each Supplement (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 Trustee with respect to all matters relating to the administration of the Trust under the terms of this Agreement, including, without limitation, the timeexercise of any trust, method, and place of conducting any proceeding for any power or remedy conferred on or available to the TrusteeTrustee hereunder and under each Supplement) at the direction of the Majority Control Parties or, if any such duties, trusts, powers or exercising any trust remedies relates to less than all then outstanding Series jointly, then with respect to the exercise of such duties, powers, trusts or power conferred on remedies with respect to each Series, at the Trustee relating to direction of the Majority Certificateholders of such proceedingSeries; provided, however, thatthat if any provision of this Agreement or any Supplement imposes a duty on the Trustee and requires the approval or other action of Certificateholders of a Series holding a specified percentage of the Aggregate Principal Balance of such Series or Classes thereof, then the Trustee shall perform such duty with respect to such Series or Class thereof only at the direction of the same percentage of Certificateholders as is specified in such provision; provided further, however, that subject to Section 11.01, the Trustee shall -------- ------- have the right to decline to follow any such direction if the Trustee after 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 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 directiondirection of any such constituency of Certificateholders.

Rights of Certificateholders to Direct Trustee. Holders of ---------------------------------------------- Investor Certificates evidencing Undivided Interests evidencing more than 50% of the aggregate unpaid principal amount of all Aggregate Investor Certificates 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 Trustee with respect to all matters relating to the administration of the Trust under the terms of this Agreement, including, without limitation, 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 relating to such proceedingTrustee; provided, however, that, subject to -------- ------- Section 11.0111.1, 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 directiondirection of such Holders of Investor Certificates.

Rights of Certificateholders to Direct Trustee. Holders of ----------------------------------------------- Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount Investor Amount of all Investor Certificates (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) affected shall have the right to direct the Trustee with respect to all matters relating to the administration of the Trust under the terms of this Agreement, including, without limitation, 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 relating to such proceedingTrustee; provided, however, that, subject to Section 11.0111.1, the Trustee shall have the -------- ------- 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 -------- 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.

Rights of Certificateholders to Direct Trustee. Holders ---------------------------------------------- of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount Investor Amount of all Investor Certificates (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) affected shall have the right to direct the Trustee with respect to all matters relating to the administration of the Trust under the terms of this Agreement, including, without limitation, 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 relating to such proceedingTrustee; provided, however, that, subject to Section 11.0111.1, 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.

Rights of Certificateholders to Direct Trustee. Holders ---------------------------------------------- of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (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 Trustee with respect to all matters relating to the administration of the Trust under the terms of this Agreement, including, without limitation, 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 relating to such proceeding; provided, however, that, subject to Section 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 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.

Rights of Certificateholders to Direct Trustee. Holders ---------------------------------------------- of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the aggregate unpaid principal amount Invested Amount of all Investor Certificates (or, with respect to any remedy, trust Series affected by the conduct of any proceeding or power that does not relate to all Series, 50% the exercise of any right conferred on the aggregate unpaid principal amount of the Investor Certificates of all Series to which such remedy, trust or power relates) Trustee shall have the right to direct the Trustee with respect to all matters relating to the administration of the Trust under the terms of this Agreement, including, without limitation, the time, method, and place of conducting any such proceeding for any remedy available to the Trustee, or exercising any such trust or power conferred on the Trustee relating to such proceedingpower; provided, however, that, subject to Section 11.0111.01 of the Agreement, the Trustee shall -------- ------- 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 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 directiondirection of the Certificateholders.