Common use of Control by Certificateholders Clause in Contracts

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. The Holders of Certificates of any Class Subject to Section 6.03 and the Intercreditor Agreement, the Certificateholders holding Certificates representing evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the Outstanding Certificates of such Class Trust shall have the right to direct the time, method and place of conducting any Proceeding 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 Trust Agreement or the Intercreditor Agreement, including any right of the Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Underlying Securities; Equipment Notes, provided that: (i1) such direction 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;, (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine that the action so directed would not be unjustly prejudicial to the Holders of Certificates of such Class Certificateholders not taking part in such direction; Direction, and (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directionDirection.

Control by Certificateholders. The Holders of Certificates of any Class Subject to Section 6.03 and the Intercreditor Agreement, the Certificateholders holding Certificates representing evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the Outstanding Certificates of such Class Trust shall have the right to direct the time, method and place of conducting any Proceeding 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 Trust Agreement or the Intercreditor Agreement, including any right of the Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Underlying Securities; Equipment Notes, provided that: (i1) such direction 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;, (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine that the action so directed would not be unjustly prejudicial to the Holders of Certificates of such Class Certificateholders not taking part in such direction; Direction, and (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directionDirection.

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 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 provided, however, that: (i1) 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; (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine 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; (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

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 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 provided, that: (i1) 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; (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine 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; (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Certificateholders. The Holders of Certificates of any Class Subject to Section 6.03 and the Intercreditor Agreement, the Certificateholders holding Certificates representing evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the Outstanding Certificates of such Class Trust shall have the right to direct the time, method and place of conducting any Proceeding 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 Trust Agreement or the Intercreditor Agreement, including any right of the Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Underlying Securities; Equipment Notes held in the Trust, provided that: (i1) such direction 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;, (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine that the action so directed would not be unjustly prejudicial to the Holders of Certificates of such Class Certificateholders not taking part in such direction; Direction, and (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directionDirection.

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 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 provided, however, that: (i1) 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; (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine 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; (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

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 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 provided, however, that: (i1) 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; (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine that the action so directed would not be unjustly prejudicial to the Holders of Certificates of such Class not taking part in such direction; andor (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Certificateholders. The Holders of Certificates of any Class Subject to Section 6.03 and the Intercreditor Agreement, the Certificateholders holding Certificates representing evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the Outstanding Certificates of such Class Trust shall have the right to direct the time, method and place of conducting any Proceeding 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 Trust Agreement or the Intercreditor Agreement, including any right of the Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Underlying Securities; Equipment Note, provided that: (ia) such direction 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;, (iib) the Trustee shall determine, based upon an Opinion of Counsel, not determine that the action so directed would not be unjustly prejudicial to the Holders of Certificates of such Class Certificateholders not taking part in such direction; Direction, and (iiic) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directionDirection.

Control by Certificateholders. The Holders of Certificates and Call Warrants of any Class holding a Series, subject to the approval of (i) Certificates representing not less than the Required Percentage--Direction of Trustee Percentage and (ii) if applicable, 100% of the aggregate Voting Rights of the Outstanding Certificates of such Class Warrant Holders, shall have the right to direct the time, method and place of conducting any Proceeding 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 provided, however, that: (i1) 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; (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine that the action so directed would not be unjustly prejudicial to the Holders of Certificates of such Class Series not taking part in such direction; and (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Certificateholders. The Holders of Certificates of any Class Subject to Section 6.03 and the Indenture, the Certificateholders holding Certificates representing evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the Outstanding Certificates of such Class Assigned Trust Property shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Trustee with respect to the Trust or pursuant to the terms of the Indenture, or exercising any trust or power conferred on the Trustee under this Trust AgreementAgreement or the Indenture, including any right of the Trustee as holder of the Underlying Securities; X-TRAS, provided that:that 42 (i1) such direction 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;, (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine that the action so directed would not be unjustly prejudicial to the Holders of Certificates of such Class Certificateholders not taking part in such direction; Direction, and (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directionDirection.

Control by Certificateholders. The Holders of Certificates of any Class Subject to Section 6.03 and the Indenture, the Certificateholders holding Certificates representing evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the Outstanding Certificates of such Class Assigned Trust Property shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Trustee with respect to the Trust or pursuant to the terms of the Indenture, or exercising any trust or power conferred on the Trustee under this Trust AgreementAgreement or the Indenture, including any right of the Trustee as holder of the Underlying Securities; X-TRAS, provided that: (i1) such direction 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; , (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine that the action so directed would not be unjustly prejudicial to the Holders of Certificates of such Class Certificateholders not taking part in such direction; and Direction, and (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directionDirection.

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 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 provided, however, that: (i1) 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; (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine 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; (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

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 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 provided, however, that: (i1) 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; (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine 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 (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

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: (i1) 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; (ii2) 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 (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

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 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 provided, however, that: (ia) 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; (iib) the Trustee shall determine, based upon an Opinion of Counsel, not determine 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; (iiic) the Trustee may take any other action deemed proper by the Trustee Trustee, which is not inconsistent with such direction.

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: (i1) 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; (ii2) 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; (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Certificateholders. The Holders of Certificates of any Class holding Certificates representing not less than the Required Percentage--Direction of Trustee 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 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 SecuritiesDeposited Assets, if any; provided provided, however, that: (i1) 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; (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine 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; (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Certificateholders. The Holders of Certificates of any Class holding Certificates representing not less than the Required Percentage--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 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 provided, however, that: (i1) 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; (ii2) the Trustee shall determine, based upon an Opinion of Counsel, not determine 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 (iii3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Control by Certificateholders. The Holders of Subject to Section 6.03, the Certificateholders holding Certificates of any Class holding Certificates representing a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the Outstanding Certificates of such Class related Trust shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Trustee with respect to such Trust 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 SecuritiesEquipment Notes held in the related Trust; provided PROVIDED, HOWEVER, that: (ia) such direction Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Trust Agreement and would not involve the Trustee in personal liability or expense;, (iib) the Trustee shall determine, based upon an Opinion of Counsel, not determine that the action so directed would not be unjustly prejudicial to the Holders of Certificates Certificateholders of such Class series not taking part in such direction; Direction, and (iiic) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such directionDirection.