Common use of Exercise of Trustee Powers by Certificateholders Clause in Contracts

Exercise of Trustee Powers by Certificateholders. The Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, may direct the time, method and place of conducting any proceeding relating to the Trust or the Certificates or for any remedy available to the Trustee with respect to the Certificates or exercising any trust or power conferred on the Trustee with respect to the Certificates of the Trust provided that: (i) such direction shall not be in conflict with any rule of law or with this Agreement; (ii) the Trustee shall have been provided with indemnity satisfactory to it; and (iii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, however, that the Trustee need not take any action that it reasonably determines might involve it in liability unless it has been satisfactorily indemnified and, with respect to actions directed by Certificateholders, may be unjustly prejudicial to the Holders not so directing.