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

Rights of Holders to Direct Trustee. Holders of a principal amount of Notes aggregating more than 50% of the Aggregate Principal Amount (or, with respect to any remedy, trust or power that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Notes of all Series to which such remedy, trust or power relates) 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 11.1, 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 Officer or Responsible 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 Noteholders 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.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement and Indenture of Trust (American Finance Group Inc /De/), Pooling and Servicing Agreement (PLM International Inc)

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Rights of Holders to Direct Trustee. Holders of a principal amount of Notes aggregating Investor Certificates evidencing more than 50% of the Aggregate Principal Amount aggregate unpaid principal amount of all Investor Certificates (or, with respect to any remedy, trust or power that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Notes Investor Certificates of all Series to which such remedy, trust or power relates) 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 TrusteeTrustee relating to such proceeding; provided, however, provided that, subject to Section 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 Officer or Responsible 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 Noteholders Holders 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Alliance Data Systems Corp)

Rights of Holders to Direct Trustee. Holders of a principal amount of Notes aggregating Investor Certificates evidencing more than 50% of the Aggregate Principal Amount aggregate unpaid principal amount of all Investor Certificates (or, with respect to any remedy, trust or power that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Notes Investor Certificates of all Series to which such remedy, trust or power relates) 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 TrusteeTrustee relating to such proceeding; provided, however, provided that, subject to Section 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 Officer or Responsible 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 Noteholders 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (World Financial Network National Bank)

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Rights of Holders to Direct Trustee. Holders A Majority in Interest of a principal amount of Notes aggregating more than 50% of the Aggregate Principal Amount any outstanding Series (or, with respect to any remedyif so specified in the related Supplement, trust the Enhancement Provider for such Series or, in the event of conflicting instructions from the Majority in Interest of two or power that does not relate to more separate Series, the Majority in Interest for all Series, 50% of the aggregate unpaid principal amount of the Notes of all Series to which such remedy, trust or power relates) shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the TrusteeTrustee under any Transaction Document, or exercising any trust or power conferred on the TrusteeTrustee under any Transaction Document; provided, however, that, subject to Section 11.111.01, the Trustee shall have the right to decline to follow any such direction if the Trustee after 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 any Responsible Officer or Responsible Officers Official 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 Noteholders Holders 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Zenith Electronics Corp)

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