Common use of Rights of Certificateholders to Direct Trustee Clause in Contracts

Rights of Certificateholders to Direct Trustee. Subject to SECTIONS 8.1(d), (f) and (g) and SECTION 8.2(c) above, the Cumulative Required Investor Certificateholders, Cumulative Required Investor Certificateholders (Super Majority), Series Required Investor Certificateholders and Series Required Investor Certificateholders (Super Majority), as applicable, 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, HOWEVER, that, subject to SECTION 8.1 above, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Trustee Officer or Responsible Trustee Officers, determine that the proceedings so directed would be illegal or involve it in personal liability; and PROVIDED FURTHER that nothing in this Master Trust Agreement shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction of such Holders of Investor Certificates. Notwithstanding any provision in this Master Trust Agreement, if Investor Certificates are held by a Seller, or any of its Affiliates, such Persons shall not be permitted to participate in any decisions made by, or instructions given to, the Trustee by the Investor Certificateholders.

Rights of Certificateholders to Direct Trustee. Subject Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Invested Amount (or, with respect to SECTIONS 8.1(d)any remedy, (ftrust or power that does not relate to all Series, 50% of the Aggregate Invested Amount of the Investor Certificates of all Series to which such remedy, trust or power relates) and (g) and SECTION 8.2(c) above, the Cumulative Required Investor Certificateholders, Cumulative Required Investor Certificateholders (Super Majority), Series Required Investor Certificateholders and Series Required Investor Certificateholders (Super Majority), as applicable, 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, HOWEVER, that, subject to SECTION 8.1 aboveSection 11.1, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Trustee Officer or Responsible Trustee OfficersOfficers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liabilityliability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and PROVIDED FURTHER that nothing in this Master Trust Agreement shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction of such Holders of Investor Certificates. Notwithstanding any provision in this Master Trust Agreement, if Investor Certificates are held by a Seller, or any of its Affiliates, such Persons shall not be permitted to participate in any decisions made by, or instructions given to, the Trustee by the Investor Certificateholders.

Rights of Certificateholders to Direct Trustee. Subject to SECTIONS 8.1(d)Unless otherwise specified for any Series in the related Supplement, (f) and (g) and SECTION 8.2(c) above, Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Cumulative Required Investor Certificateholders, Cumulative Required Investor Certificateholders (Super Majority), Aggregate Invested Amount of all Series Required Investor Certificateholders and Series Required Investor Certificateholders (Super Majority), as applicable, affected by the conduct of any proceeding or the exercise of any right conferred on the Trustee 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; PROVIDEDprovided, HOWEVERhowever, that, subject to SECTION 8.1 aboveSection 11.1, the Trustee shall -------- ------- have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Trustee Officer or Responsible Trustee OfficersOfficers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liabilityliability for which it has not been adequately indemnified hereunder or be unduly prejudicial to the rights of Certificateholders of such Series not parties to such direction or to the rights of Certificateholders of other Series; and PROVIDED FURTHER and, provided further, that nothing in -------- ------- this Master Trust Agreement or any Supplement shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction of such Holders of Investor Certificates. Notwithstanding any provision in this Master Trust Agreement, if Investor Certificates are held by a Seller, or any of its Affiliates, such Persons shall not be permitted to participate in any decisions made by, or instructions given to, the Trustee by the Investor Certificateholdersdirection.

Rights of Certificateholders to Direct Trustee. Subject to SECTIONS 8.1(d), (f) and (g) and SECTION 8.2(c) above, the Cumulative Required Investor Certificateholders, Cumulative Required Investor Certificateholders (Super Majority), Series Required Investor Certificateholders and Series Required Investor Certificateholders (Super Majority), as applicable, 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, HOWEVER, that, subject to SECTION 8.1 above, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines 90 that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Trustee Officer or Responsible Trustee Officers, determine that the proceedings so directed would be illegal or involve it in personal liability; and PROVIDED FURTHER that nothing in this Master Trust Agreement shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction of such Holders of Investor Certificates. Notwithstanding any provision in this Master Trust Agreement, if Investor Certificates are held by a Seller, or any of its Affiliates, such Persons shall not be permitted to participate in any decisions made by, or instructions given to, the Trustee by the Investor Certificateholders.