Control by Certificateholders. The Holders of Certificates of any Class holding Certificates representing not less than the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the Outstanding Certificates of such Class 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 under this Trust Agreement, including any right of the Trustee as holder of the Underlying Securities; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Trust Agreement and would not involve the Trustee in personal liability or expense;
(ii) the Trustee shall determine, based upon an Opinion of Counsel, that the action so directed would not be unjustly prejudicial to the Holders of Certificates of such Class not taking part in such direction; and
(iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.
Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such Intercreditor Agreement, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; provided, however, that
(1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense, unless the Person(s) issuing such Direction shall provide the Trustee with an indemnity against such liability or expense satisfactory to the Trustee in its sole discretion,
(2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and
(3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.
Control by Certificateholders. (a) Subject to Section 7.06 hereof, the Required Certificateholders 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 hereunder; provided, that (i) such direction shall not be in conflict with any rule of law or with this Agreement, (ii) such direction shall not involve any action for which the Trustee reasonably believes it may not obtain compensation or reimbursement for hereunder or, if the Trustee determines that such compensation or reimbursement is not available, such Certificateholders have not offered the Trustee reasonable indemnity for the cost of such actions, and (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.
(b) Prior to the occurrence of an Event of Master Servicer Default hereunder and after the curing or waiver of all Events of Master Servicer Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Required Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Certificate afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination relating to an Event of Master Servicer Default shall be paid by the Master Servicer if an Event of Master Servicer Default shall have occurred and be continuing, and otherwise by the Certificateholders requesting the investigation.
Control by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the Certificateholders holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or such Intercreditor Agreement, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or as holder of the Equipment Notes held in the related Trust; provided, however, that
(1) such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense,
(2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such series not taking part in such Direction, and
(3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.
Control by Certificateholders. Subject to Section 2.03, the ----------------------------- Holders of a majority of the Outstanding Amount of the Certificates of all Series (or, if less than all Series or Classes are affected, the affected Series or Class or Classes) shall have the right to direct the
(a) such direction shall not be in conflict with any rule of law or with this Trust Agreement and would not involve the Certificate Trustee in personal liability or expense;
(b) the Certificate Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of Certificates of such Series or Class or Classes not taking part in such direction;
(c) the Certificate Trustee may take any other action deemed proper by the Certificate Trustee that is not inconsistent with such direction; and
(d) if a Note Event of Default with respect to such Series or Class of Notes shall have occurred and be continuing, such direction shall not obligate the Certificate Trustee to vote more than a corresponding majority of the related Notes held by the Trust in favor of declaring the unpaid principal amount of the Notes of all Series and accrued interest thereon to be due and payable or directing any action by the Note Trustee with respect to such Note Event of Default.
Control by Certificateholders. Subject to Section 6.03 and the Intercreditor Agreement, the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Trust or pursuant to the terms of the Intercreditor Agreement, or exercising any trust or power conferred on the Trustee under this Agreement or the Intercreditor Agreement, including any right of the Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Equipment Notes, provided that:
Control by Certificateholders. (1) such direction shall not be in conflict with any rule of law or with this Trust Agreement and would not involve the Certificate Trustee in personal liability or expense;
(2) the Certificate Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of Certificates of such Series or Class or Classes not taking part in such direction;
(3) the Certificate Trustee may take any other action deemed proper by the Certificate Trustee which is not inconsistent with such direction; and
(4) if a Note Event of Default with respect to such Series or Class of Notes shall have occurred and be continuing, such direction shall not obligate the Certificate Trustee to vote more than a corresponding majority of the related Notes held by the Trust in favor of declaring the unpaid principal amount of the Notes of all Series and accrued interest thereon to be due and payable or directing any action by the Note Trustee with respect to such Note Event of Default.
Control by Certificateholders. (1) such Direction shall not be in conflict with any rule of law or with this Agreement and would not involve the Trustee in personal liability or expense,
(2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders not taking part in such Direction, and
(3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction.
Control by Certificateholders. Investor Certificateholders of an aggregate Percentage of not less than 50% 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, that (a) such direction shall not be in conflict with any rule of law or with this Agreement, and (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.
Control by Certificateholders. 43 SECTION 5.20. Waiver of Past Defaults..................................................................
