Common use of Right to Direct Clause in Contracts

Right to Direct. The Majority Certificateholders shall have the right to direct and manage the trust, including the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, the Servicer or the Backup Servicer, or exercising any trust or power conferred on the Trustee, the Servicer or the Backup Servicer; provided, however, that the Trustee, the Servicer and the Backup Servicer shall have the right to decline to follow any such direction if (i) the Trustee, the Servicer or the Backup Servicer, as advised by counsel, determines that the action so directed may not lawfully be taken, (ii) if in good faith shall, by a Trustee Officer, Servicing Officer or Backup Servicer, determine that the proceedings so directed would be illegal, involve it in personal liability, unduly prejudicial to the rights of Certificateholders not parties to such direction or would not be possible to be performed by such entity without undue burden or expense; and provided further that nothing in this Agreement shall impair the right to take any action deemed proper by the Trustee, the Servicer or the Backup Servicer and which is not inconsistent with such management and direction by the Majority Certificateholders.

Right to Direct. The Majority Certificateholders shall have the right to direct and manage the trust, including the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, the Servicer or the Backup Servicer, or exercising any trust or power conferred on the Trustee, the Servicer or the Backup Servicer; provided, however, that the Trustee, the Servicer and the Backup Servicer shall have the right to decline to follow any such direction if (i) the Trustee, the Servicer or the Backup Servicer, as advised by counsel, determines that the action so directed may not lawfully be taken, (ii) if in good faith shall, by a Trustee Officer, Servicing Officer or Backup Servicer, determine that the proceedings so directed would be illegal, involve it in personal liability, unduly prejudicial to the rights of Certificateholders not parties to such direction or would not be possible to be performed by such entity without undue burden or expense; and provided further that nothing in this Agreement shall impair the right to take any action deemed proper by the Trustee, the Servicer or the Backup Servicer and which is not inconsistent with such management and direction by the Majority Certificateholders.. 106