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

Rights of Investor Certificateholders to Direct Trustee. Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Class Invested Amount of any Class of any Series affected by the conduct of any proceeding or the exercise of any right conferred by the Trustee shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to 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 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 Certificateholders not parties to such direction; and provided, further, that nothing in this Agreement or any Series 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 by the Certificateholders.

Rights of Investor Certificateholders to Direct Trustee. Holders Except as otherwise provided in the applicable Supplement and in Section 9.02 hereof, holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less more than 5150% of the Class Invested Amount of all Series (or, with respect to any Class remedy, trust or power that does not relate to all Series, more than 50% of any the Invested Amount of all Series affected by the conduct of any proceeding to which such remedy, trust or the exercise of any right conferred by the Trustee 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 that if Investor Certificateholders representing more than 50% of the Invested Amount of any Series shall disagree with any direction given 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 Responsible Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial pursuant to the rights terms of this Section 8.14, such Investor Certificateholders not parties shall be entitled to declare the Voluntary Liquidation Date to have occurred with respect to such directionSeries in accordance with Section 9.02 hereof; and provided, further, that nothing in this Agreement or any Series Supplement Pooling and Servicing Agreements shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent 74 80 with such direction by of the Investor Certificateholders; provided, further that in furtherance and without limiting the generality of Section 8.01(d), the Trustee shall have the right to obtain, before acting in accordance with any such direction of the Investor Certificateholders, such reasonable indemnity from the Investor Certificateholders as the Trustee may require against the costs, expenses and liabilities that may be incurred in so acting.