Common use of Rights of Certificateholders to Clause in Contracts

Rights of Certificateholders to. Direct Trustee and to Waive ----------------------------------------------------------- Event of Termination. -------------------- Holders of each Class of Class A Certificates, Holders of Class M-1 Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 25% or more 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 11.01, 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 Officer or Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further -------- ------- that nothing in this 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 by the Certificateholders; and provided further that the Trustee shall instead follow the directions of Holders -------- ------- of each Class of Class A Certificates, Holders of Class M-1 Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests aggregating 51% or more whenever it receives conflicting directions from each Class of Class A Certificateholders, Class M-1 Certificateholders and each Class of Class B Certificateholders. Holders of each Class of Class A Certificates, Holders of Class M-1 Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 51% or more may on behalf of Certificateholders waive any past Event of Termination hereunder and its consequences, except a default in respect of a covenant or provision hereof ------ which under Section 12.07 cannot be modified or amended without the consent of all Certificateholders, and upon any such waiver, such Event of Termination shall cease to exist and shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Event of Termination or impair any right consequent thereon. Following the Seventh Cross-over Date, if all distributions payable to the Class A Certificateholders and the Class M-1 Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B Certificates may exercise the rights given to the Class A Certificateholders and the Class M-1 Certificateholders under this Section.

Rights of Certificateholders to. Direct Trustee and to ----------------------------------------------------- Waive ----------------------------------------------------------- Event of Termination. -------------------- Holders of each Class of Class A Certificates, Holders of Class M-1 M -------------------------- Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 25% or more 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 11.01, 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 Officer or Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further -------- ------- that nothing in this 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 by the Certificateholders; and provided further that the Trustee shall instead follow the directions of Holders -------- ------- of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests aggregating 51% or more whenever it receives conflicting directions from each Class of Class A Certificateholders, Class M-1 M Certificateholders and each Class of Class B Certificateholders. Holders of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 51% or more may on behalf of Certificateholders waive any past Event of Termination hereunder and its consequences, except a default in respect of a covenant or provision hereof ------ which under Section 12.07 cannot be modified or amended without the consent of all Certificateholders, and upon any such waiver, such Event of Termination shall cease to exist and shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Event of Termination or impair any right consequent thereon. Following the Seventh Class M-2 Cross-over Over Date, if all distributions payable to the Class A Certificateholders Certificateholders, and the Class M-1 M Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B B-1 Certificates may exercise the rights given to the Class A Certificateholders, the Class M Certificateholders and Class B-1 Certificateholders under this Section. Following the Class B-1 Cross-Over Date, if all distributions payable to the Class A Certificateholders, and the Class M-1 M Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B-2 Certificates may exercise the rights given to the Class A Certificateholders, the Class M Certificateholders and Class B-1 Certificateholders under this Section.

Rights of Certificateholders to. Direct Trustee and to Waive ----------------------------------------------------------- Event of Termination. -------------------- Holders of each Class of Class A Certificates, Holders of Class M-1 Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 25% or more 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 11.01, 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 Officer or Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further -------- ------- that nothing in this 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 by the Certificateholders; and provided further that the Trustee shall instead follow the directions of Holders -------- ------- of each Class of Class A Certificates, Holders of Class M-1 Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests aggregating 51% or more whenever it receives conflicting directions from each Class of Class A Certificateholders, Class M-1 Certificateholders and each Class of Class B Certificateholders. Holders of each Class of Class A Certificates, Holders of Class M-1 Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 51% or more may on behalf of Certificateholders waive any past Event of Termination hereunder and its consequences, except a default in respect of a covenant or provision hereof ------ which under Section 12.07 cannot be modified or amended without the consent of all Certificateholders, and upon any such waiver, such Event of Termination shall cease to exist and shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Event of Termination or impair any right consequent thereon. Following the Seventh Class M-1 Cross-over Date, if all distributions payable to the Class A Certificateholders and the Class M-1 Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B Certificates may exercise the rights given to the Class A Certificateholders and the Class M-1 Certificateholders under this Section.

Rights of Certificateholders to. Direct Trustee and to ----------------------------------------------------- Waive ----------------------------------------------------------- Event of Termination. -------------------- -------------------------- Holders of each Class of Class A Certificates, Holders of Class M-1 Certificates, Holders of Class M-2 Certificates and Holders of each Class of Class B B-1 Certificates evidencing, as to each such Class, Percentage Interests representing 25% or more 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 11.01, 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 Officer or Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further -------- ------- that nothing in this 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 by the Certificateholders; and provided further that the Trustee shall instead follow the directions of Holders -------- ------- of each Class of Class A Certificates, Holders of Class M-1 Certificates, Holders of Class M-2 Certificates and Holders of each Class of Class B B-1 Certificates evidencing, as to each such Class, Percentage Interests aggregating 51% or more whenever it receives conflicting directions from each Class of Class A Certificateholders, Class M-1 Certificateholders, Class M-2 Certificateholders and each Class of Class B B-1 Certificateholders. Holders of each Class of Class A Certificates, Holders of Class M-1 Certificates and, Class M-2 Certificates and Holders of each Class of Class B B-1 Certificates evidencing, as to each such Class, Percentage Interests representing 51% or more may on behalf of Certificateholders waive any past Event of Termination hereunder and its consequences, except a default in respect of a covenant or ------ provision hereof ------ which under Section 12.07 cannot be modified or amended without the consent of all Certificateholders, and upon any such waiver, such Event of Termination shall cease to exist and shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Event of Termination or impair any right consequent thereon. Following the Seventh Class M-2 Cross-over Date, if all distributions payable to the Class A Certificateholders and the Class M-1 M-2 Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B B-1 Certificates may exercise the rights given to the Class A Certificateholders, the Class M-1 Certificateholders and the Class M-1 M-2 Certificateholders under this Section.

Rights of Certificateholders to. Direct Trustee and to Waive ----------------------------------------------------------- Event of Termination. -------------------- Holders of each Class of Class A Certificates, Holders of Class M-1 Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 25% or more 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 11.01, 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 Officer or Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further -------- ------- that nothing in this 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 by the Certificateholders; and provided further that the Trustee shall instead follow the directions of Holders -------- ------- of each Class of Class A Certificates, Holders of Class M-1 Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests aggregating 51% or more whenever it receives conflicting directions from each Class of Class A Certificateholders, Class M-1 Certificateholders and each Class of Class B Certificateholders. Holders of each Class of Class A Certificates, Holders of Class M-1 Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 51% or more may on behalf of Certificateholders waive any past Event of Termination hereunder and its consequences, except a default in respect of a covenant or provision hereof ------ which under Section 12.07 cannot be modified or amended without the consent of all Certificateholders, and upon any such waiver, such Event of Termination shall cease to exist and shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Event of Termination or impair any right consequent thereon. Following the Seventh Eighth Cross-over Date, if all distributions payable to the Class A Certificateholders and the Class M-1 Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B Certificates may exercise the rights given to the Class A Certificateholders and the Class M-1 Certificateholders under this Section.

Rights of Certificateholders to. Direct Trustee and to Waive ----------------------------------------------------------- Event of Termination. -------------------- Holders of each Class of Class A A-1 Certificates, Holders of Class M-1 Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 25% or more 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 11.01, 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 Officer or Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further -------- ------- that nothing in this 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 by the Certificateholders; and provided further that the Trustee shall instead follow the directions of Holders -------- ------- of each Class of Class A A-1 Certificates, Holders of Class M-1 Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests aggregating 51% or more whenever it receives conflicting directions from each Class of Class A A-1 Certificateholders, Class M-1 Certificateholders and each Class of Class B CertificateholdersCertificate holders. Holders of each Class of Class A A-1 Certificates, Holders of Class M-1 Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 51% or more may on behalf of Certificateholders Certificate holders waive any past Event of Termination hereunder and its consequences, except a default in respect of a covenant or provision hereof ------ which under Section 12.07 cannot be modified or amended without the consent of all Certificateholders, and upon any such waiver, such Event of Termination shall cease to exist and shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Event of Termination or impair any right consequent thereon. Following the Seventh Class M-1 Cross-over Date, if all distributions payable to the Class A A-1 Certificateholders and the Class M-1 Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B Certificates may exercise the rights given to the Class A A-1 Certificateholders and the Class M-1 Certificateholders under this Section.

Rights of Certificateholders to. Direct Trustee and to ----------------------------------------------------- Waive ----------------------------------------------------------- Event of Termination. -------------------- -------------------------- Holders of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 25% or more 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 11.01, 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 Officer or Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further -------- ------- that nothing in this 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 by the Certificateholders; and provided further that the Trustee shall instead follow the directions of Holders -------- ------- of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests aggregating 51% or more whenever it receives conflicting directions from each Class of Class A Certificateholders, Class M-1 M Certificateholders and each Class of Class B Certificateholders. Holders of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 51% or more may on behalf of Certificateholders waive any past Event of Termination hereunder and its consequences, except a default in respect of a covenant or provision hereof ------ which under Section 12.07 cannot be modified or amended without the consent of all Certificateholders, and upon any such waiver, such Event of Termination shall cease to exist and shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Event of Termination or impair any right consequent thereon. Following the Seventh Class M-2 Cross-over Over Date, if all distributions payable to the Class A Certificateholders and the Class M-1 M Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B B-1 Certificates may exercise the rights given to the Class A Certificateholders, the Class M Certificateholders and Class B-1 Certificateholders under this Section. Following the Class B-1 Cross-Over Date, if all distributions payable to the Class A Certificateholders and the Class M-1 M Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B-2 Certificates may exercise the rights given to the Class A Certificateholders, the Class M Certificateholders and Class B-1 Certificateholders under this Section.

Rights of Certificateholders to. Direct Trustee and to ----------------------------------------------------- Waive ----------------------------------------------------------- Event of Termination. -------------------- -------------------------- Holders of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 25% or more 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 11.01, 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 Officer or Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further -------- ------- that nothing in this 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 by the Certificateholders; and provided further that the Trustee shall instead follow the directions of Holders -------- ------- of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests aggregating 51% or more whenever it receives conflicting directions from each Class of Class A Certificateholders, Class M-1 M Certificateholders and each Class of Class B Certificateholders. Holders of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 51% or more may on behalf of Certificateholders waive any past Event of Termination hereunder and its consequences, except a default in respect ------ of a 11-3 covenant or provision hereof ------ which under Section 12.07 cannot be modified or amended without the consent of all Certificateholders, and upon any such waiver, such Event of Termination shall cease to exist and shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Event of Termination or impair any right consequent thereon. Following the Seventh Class M-2 Cross-over Over Date, if all distributions payable to the Class A Certificateholders and the Class M-1 M Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B B-1 Certificates may exercise the rights given to the Class A Certificateholders, the Class M Certificateholders and Class B-1 Certificateholders under this Section. Following the Class B-1 Cross-Over Date, if all distributions payable to the Class A Certificateholders and the Class M-1 M Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B-2 Certificates may exercise the rights given to the Class A Certificateholders, the Class M Certificateholders and Class B-1 Certificateholders under this Section.

Rights of Certificateholders to. Direct Trustee and to Waive ----------------------------------------------------------- Event of Termination. -------------------- Holders of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 25% or more 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 11.01, 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 Officer or Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further -------- ------- that nothing in this 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 by the Certificateholders; and provided further that the Trustee shall instead follow the directions of Holders -------- ------- of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests aggregating 51% or more whenever it receives conflicting directions from each Class of Class A Certificateholders, Class M-1 M Certificateholders and each Class of Class B Certificateholders. Holders of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 51% or more may on behalf of Certificateholders waive any past Event of Termination hereunder and its consequences, except a default in respect of a covenant or provision hereof ------ which under Section 12.07 cannot be modified or amended without the consent of all Certificateholders, and upon any such waiver, such Event of Termination shall cease to exist and shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Event of Termination or impair any right consequent thereon. Following the Seventh Class M-2 Cross-over Over Date, if all distributions payable to the Class A Certificateholders and the Class M-1 M Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B B-1 Certificates may exercise the rights given to the Class A Certificateholders, the Class M Certificateholders and Class B-1 Certificateholders under this Section. Following the Class B-1 Cross-Over Date, if all distributions payable to the Class A Certificateholders and the Class M-1 M Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B-2 Certificates may exercise the rights given to the Class A Certificateholders, the Class M Certificateholders and Class B-1 Certificateholders under this Section.

Rights of Certificateholders to. Direct Trustee and to Waive ----------------------------------------------------------- Event of Termination. -------------------- Holders of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 25% or more 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 11.01, 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 Officer or Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further -------- ------- that nothing in this 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 by the Certificateholders; and provided further that the Trustee shall instead follow the directions of Holders -------- ------- of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests aggregating 51% or more whenever it receives conflicting directions from each Class of Class A Certificateholders, Class M-1 M Certificateholders and each Class of Class B Certificateholders. Holders of each Class of Class A Certificates, Holders of Class M-1 M Certificates and Holders of each Class of Class B Certificates evidencing, as to each such Class, Percentage Interests representing 51% or more may on behalf of Certificateholders waive any past Event of Termination hereunder and its consequences, except a default in ------ respect of a covenant or provision hereof ------ which under Section 12.07 cannot be modified or amended without the consent of all Certificateholders, and upon any such waiver, such Event of Termination shall cease to exist and shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Event of Termination or impair any right consequent thereon. Following the Seventh Class M-2 Cross-over Over Date, if all distributions payable to the Class A Certificateholders and the Class M-1 M Certificateholders have either been made or pro vided for in accordance with this Agreement, then the Holders of Class B-1 Certificates may exercise the rights given to the Class A Certificateholders, the Class M Certificateholders and Class B-1 Certificateholders under this Section. Following the Class B-1 Cross-Over Date, if all distributions payable to the Class A Certificateholders and the Class M Certificateholders have either been made or provided for in accordance with this Agreement, then the Holders of Class B B-2 Certificates may exercise the rights given to the Class A Certificateholders, the Class M Certificateholders and the Class M-1 B-1 Certificateholders under this Section.