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

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

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 B-1 Certificates and Holders of each Class of Class B B-2 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 prejudicialprejudicial to the rights of Certificateholders not parties to such direction;