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

Rights of Certificateholders to Direct Trustee. Holders of Certificates evidencing not less than a majority of the Controlling Class of Certificates 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 11.01, 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 Trustee Officer, determine that the proceedings so directed would be illegal or subject it to 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 by the Certificateholders.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Nissan Auto Receivables Corp Ii), Pooling and Servicing Agreement (Nissan Auto Receivables Corp Ii)

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Rights of Certificateholders to Direct Trustee. Holders of Class A Certificates evidencing not less than a majority 51% of the Controlling Class of Certificates A Certificate Balance 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 11.01, 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 Trustee Officer, determine that the proceedings so directed would be illegal or subject it to 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 by the Certificateholders.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Nissan Auto Receivables Corp /De)

Rights of Certificateholders to Direct Trustee. Holders of Class A Certificates evidencing not less than a majority 51% of the Controlling Class of Certificates A Certificate Balance shall have the right to direct the time, method 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 11.0120.1, 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 Trustee Officer, determine that the proceedings so directed would be illegal or subject it to 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 by the Certificateholders.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Ford Credit Auto Receivables Corp)

Rights of Certificateholders to Direct Trustee. Holders of Certificates evidencing not less than a majority of the Controlling Class of Certificates 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; providedPROVIDED, howeverHOWEVER, 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 Trustee Officer, determine that the proceedings so directed would be illegal or subject it to personal liability or be unduly prejudicial to the rights of Certificateholders 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 by the Certificateholders.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Nissan Auto Receivables Corp /De)

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Rights of Certificateholders to Direct Trustee. Holders of Class A Certificates evidencing not less than a majority 51% of the Controlling Class of Certificates A Certificate Balance 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 11.01, 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 Trustee Officer, determine that the proceedings so directed would be illegal or subject it to 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 by the Certificateholders.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Nissan Auto Receivables Corp /De)

Rights of Certificateholders to Direct Trustee. Holders of Certificates evidencing not less more than a majority 50% of the Controlling Class of Certificates Certificate Principal Balance shall have the right to direct the time, method 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 11.01-------- ------- 10.1, 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 Trustee OfficerResponsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be illegal or subject involve it to 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 by the Certificateholdersof such Holders of Certificates.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Usa Inc)

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