Common use of Co-Owner Directions Clause in Contracts

Co-Owner Directions. (1) If a provision of this Agreement or any Series Purchase Agreement requires or permits any action to be taken, any decision to be made, or any other matter to be determined by a Co-Owner Direction, such action, decision, or other matter shall be taken, made or determined in the case of a Co-Owner Direction relating solely to a Series upon the terms and subject to satisfaction of all applicable conditions set forth in the related Series Purchase Agreement and in the case of a Co-Owner Direction relating to more than one Series in the manner described under paragraph (b) of the definition of Co- Owner Direction. Subject to the specific terms of a Series Purchase Agreement in relation to the related Series, the Custodian is hereby authorized to make rules and regulations respecting the holding of meetings of Co-Owners, including with respect to the giving of notice, the appointment of proxies, the appointment of a Chairman, the conduct of a vote and such other matters as are reasonably required for the conduct of such meeting. (2) For the purpose of Section 10.6(1) and any provision of this Agreement otherwise entitling the Co-Owners to give a Co-Owner Direction or otherwise to direct the Custodian or any other Person to act or not to act, Ownership Interests owned by the Seller or by any other Person controlling, controlled by or under common control with the Seller shall be disregarded and deemed not to exist in relation to such vote or direction, except that: (a) Ownership Interests so owned which have been pledged in good faith shall not be so disregarded and shall be treated as existing if the pledgee, who is not the Seller or any other Person controlling, controlled by or under common control with the Seller, establishes that he has the right to vote and make all directions in respect of such Ownership Interests without regard to any direction from, or control by, the Seller or any other Person controlling, controlled by or under common control with the Seller; and (b) Ownership Interests so owned which have been irrevocably deposited into a trust under which the trustee is a Person, other than the Seller or any other Person controlling, controlled by or under common control with the Seller, who, pursuant to a document in writing under which the trust is established, governed or bound, has the right to vote and make all directions in respect of such Ownership Interests without regard to any direction from, or control by, the Seller or other Person controlling, controlled by or under common control with the Seller, shall not be so disregarded and shall be treated as existing. For the purposes of this Section 10.6(2), a Person controls another Person if more than 50 percent (50%) of the ownership interests, however designated, into which the other Person is divided are owned by that Person and that Person has the power to direct the management and policies of the other Person.

Co-Owner Directions. (1a) If a provision of this Agreement or any Series Purchase Agreement requires or permits any action to be taken, any decision to be made, or any other matter to be determined by a Co-Owner Direction, such action, decision, or other matter shall be taken, made or determined in the case of a Co-Owner Direction relating solely to a Series upon the terms and subject to satisfaction of all applicable conditions set forth in the related Series Purchase Agreement and in the case of a Co-Owner Direction relating to more than one Series in the manner described under paragraph (b) of the definition of Co- Co-Owner Direction. Subject to the specific terms of a Series Purchase Agreement in relation to the related Series, the Custodian is hereby authorized to make rules and regulations respecting the holding of meetings of Co-Owners, including with respect to the giving of notice, the appointment of proxies, the appointment of a Chairman, the conduct of a vote and such other matters as are reasonably required for the conduct of such meeting. (2b) For the purpose of Section 10.6(18.06(a) and any provision of this Agreement otherwise entitling the Co-Owners to give a Co-Owner Direction or otherwise to direct the Custodian or any other Person to act or not to act, Ownership Interests owned by the Seller or by any other Person controlling, controlled by or under common control with the Seller shall be disregarded and deemed not to exist in relation to such vote or direction, except that: (ai) Ownership Interests so owned which have been pledged in good faith shall not be so disregarded and shall be treated as existing if the pledgee, who is not the Seller or any other Person controlling, controlled by or under common control with the Seller, establishes that he has the right to vote and make all directions in respect of such Ownership Interests without regard to any direction from, or control by, the Seller or any other Person controlling, controlled by or under common control with the Seller; and (bii) Ownership Interests so owned which have been irrevocably deposited into a trust under which the trustee is a Person, other than the Seller or any other Person controlling, controlled by or under common control with the Seller, who, pursuant to a document in writing under which the trust is established, governed or bound, has the right to vote and make all directions in respect of such Ownership Interests without regard to any direction from, or control by, the Seller or other Person controlling, controlled by or under common control with the Seller, shall not be so disregarded and shall be treated as existing. For the purposes of this Section 10.6(28.06(b), a Person controls another Person if more than 50 percent (50%) of the ownership interests, however designated, into which the other Person is divided are owned by that Person and that Person has the power to direct the management and policies of the other Person. The Custodian shall be entitled to rely upon a Co-Owner Direction unless it has actual notice that the Ownership Interest is owned by the Seller or any other Person controlling, controlled by or under common control with the Seller.