Common use of Rights of Noteholders to Direct Indenture Trustee Clause in Contracts

Rights of Noteholders to Direct Indenture Trustee. The Holders of Notes representing more than 50% of the Outstanding Amount of any affected Series shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to Indenture Trustee with respect to such Series or exercising any trust or power conferred on Indenture Trustee with respect to such Series; provided, however, that subject to Section 6.01 Indenture Trustee shall have the right to decline any such direction if: (a) Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the Indenture; (b) Indenture Trustee in good faith shall, by a Responsible Officer of Indenture Trustee, determine that the Proceedings so directed would be illegal or involve Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Holders of Notes representing more than 50% at least a majority of the Outstanding Amount of the Notes of any affected Series shall have (or any affected Tranche in the case of a Shared Enhancement Series) has the right to direct in writing the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to such Series the Notes or exercising any trust or power conferred on the Indenture Trustee with respect to such Seriesthe Notes; provided, however, that subject to Section 6.01 6.01: (i) the Indenture Trustee shall have has the right to decline any such direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (bii) the Indenture Trustee has the right to decline any such direction if the Indenture Trustee determines in good faith shallfaith, by a Responsible Trustee Officer of the Indenture Trustee, determine that the Proceedings proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Holders of Notes representing more than 50% A majority of the Outstanding Amount of any affected Outstanding Series of Notes shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to such Series the Notes or exercising any trust or power conferred on the Indenture Trustee with respect to such Seriesthe Notes; provided, however, that subject to Section 6.01 6.01: ------------ (a) the Indenture Trustee shall have the right to decline any such direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (b) the Indenture Trustee shall have the right to decline any such direction if the Indenture Trustee in good faith shall, by a Responsible Officer of the Indenture Trustee, determine that the Proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Holders Subject to the provisions of Notes representing Section 5.05(a)(iv), more than 50% of the Outstanding Amount of any affected Outstanding Series of Notes shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to such Series the Notes or exercising any trust or power conferred on the Indenture Trustee with respect to such Seriesthe Notes; provided, however, that subject to Section 6.01 6.01: (a) the Indenture Trustee shall have the right to decline any such direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (b) the Indenture Trustee shall have the right to decline any such direction if the Indenture Trustee in good faith shall, by a Responsible Officer of the Indenture Trustee, determine that the Proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Holders of Notes representing more than 50% at least a majority of the Outstanding Principal Amount of any affected Series shall have has the right to direct in writing the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to such Series the Notes or exercising any trust or power conferred on the Indenture Trustee with respect to such Seriesthe Notes; provided, however, that subject to Section 6.01 6.01: (i) the Indenture Trustee shall have has the right to decline any such written direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (bii) the Indenture Trustee has the right to decline any such direction if the Indenture Trustee determines in good faith shallfaith, by a Responsible Officer of the Indenture Trustee, determine that the Proceedings proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Subject to the provisions of Section 5.05(a)(iv), the Holders of Notes representing more than 50% a majority of the Outstanding Amount of any affected Outstanding Series of Notes, shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to such Series the Notes or exercising any trust or power conferred on the Indenture Trustee with respect to such Seriesthe Notes; provided, however, that subject to Section 6.01 6.01: (a) the Indenture Trustee shall have the right to decline any such direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (b) the Indenture Trustee shall have the right to decline any such direction if the Indenture Trustee in good faith shall, by a Responsible Officer of the Indenture Trustee, determine that the Proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Holders of Notes representing more than 50% A majority of the Outstanding Amount of any affected Outstanding Series of Notes shall have the right to direct in writing the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to such Series the Notes or exercising any trust or power conferred on the Indenture Trustee with respect to such Seriesthe Notes; provided, however, that subject to Section 6.01 6.01: ------------ (a) the Indenture Trustee shall have the right to decline any such direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (b) the Indenture Trustee shall have the right to decline any such direction if the Indenture Trustee in good faith shall, by a Responsible Officer of the Indenture Trustee, determine that the Proceedings proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The ------------------------------------------------- Holders of Notes representing more than 50% of the principal balance of the Outstanding Amount Notes of any affected Series shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to such Series or exercising any trust or power conferred on the Indenture Trustee with respect to such Series; provided, however, that subject to Section 6.01 6.1: -------- ------- ----------- (a) Indenture Trustee shall have the right to decline any such direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (b) the Indenture Trustee shall have the right to decline any such direction if the Indenture Trustee in good faith shall, by a Responsible Trustee Officer of the Indenture Trustee, determine that the Proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The ------------------------------------------------- Holders of Notes representing more than 50% of the principal balance of the Outstanding Amount Notes of any affected Series shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to such Series or exercising any trust or power conferred on the Indenture Trustee with respect to such Series; provided, however, that subject to Section 6.01 6.1: -------- ------- ----------- (a) the Indenture Trustee shall have the right to decline any such direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (b) the Indenture Trustee shall have the right to decline any such direction if the Indenture Trustee in good faith shall, by a Responsible Trustee Officer of the Indenture Trustee, determine that the Proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Holders of Notes representing more than 50at least 25% of the principal amount of the Outstanding Amount Notes of any affected Series (if an Event of Default with respect to such Series has occurred and is continuing) shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to such Series the Notes or exercising any trust or power conferred on the Indenture Trustee with respect to such Seriesthe Notes; provided, however, that subject to Section 6.01 the Indenture Trustee shall have the right to decline any such direction ifif : (a) the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Master Indenture;, and (b) the Indenture Trustee in good faith shall, by a Responsible Officer of the Indenture Trustee, determine that the Proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Holders of Notes representing more than 50% at least a majority of the Outstanding Amount of the Notes of any affected Series (if an Event of Default with respect to such Series has occurred and is continuing) shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to such Series the Notes or exercising any trust or power conferred on the Indenture Trustee with respect to such Seriesthe Notes; provided, however, that subject to Section 6.01 the Indenture Trustee shall have the right to decline any such direction if: (a) the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (b) the Indenture Trustee in good faith shall, by a Responsible Officer of the Indenture Trustee, determine that the Proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Holders of Notes representing more than 50% A majority of the Outstanding Amount of the Notes of any affected Series if an Event of Default with respect to such Series has occurred and is continuing) shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to such Series the Notes or exercising any trust or power conferred on the Indenture Trustee with respect to such Seriesthe Notes; provided, however, that subject to Section 6.01 6.01: (a) the Indenture Trustee shall have the right to decline any such direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (b) the Indenture Trustee shall have the right to decline any such direction if the Indenture Trustee in good faith shall, by a Responsible Officer of the Indenture Trustee, determine that the Proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Holders of Notes representing more than 50at least 25% of the Outstanding Amount of the Notes of any affected Series (if an Event of Default with respect to such Series has occurred and is continuing) shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to such Series the Notes or exercising any trust or power conferred on the Indenture Trustee with respect to such Seriesthe Notes; provided, however, that subject to Section 6.01 the Indenture Trustee shall have the right to decline any such direction ifif : (a) the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Master Indenture;, and (b) the Indenture Trustee in good faith shall, by a Responsible Officer of the Indenture Trustee, determine that the Proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Holders of Notes representing more than 50% of the principal balance of the Outstanding Amount Notes of any affected Series shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to such Series or exercising any trust or power conferred on the Indenture Trustee with respect to such Series; provided, however, that subject to Section 6.01 6.1: (a) the Indenture Trustee shall have the right to decline any such direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (b) the Indenture Trustee shall have the right to decline any such direction if the Indenture Trustee in good faith shall, by a Responsible Trustee Officer of the Indenture Trustee, determine that the Proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Holders of Notes representing more than 50% of the Outstanding Amount Controlling Noteholders of any affected Series (if an Event of Default with respect to such Series has occurred and is continuing) shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes of such Series or exercising any trust or power conferred on the Indenture Trustee with respect to the Notes of such Series; provided, however, that subject to Section 6.01 6.01: (a) the Indenture Trustee shall have the right to decline any such direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (b) the Indenture Trustee shall have the right to decline any such direction if the Indenture Trustee in good faith shall, by a Responsible Officer of the Indenture Trustee, determine that the Proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The Holders of Notes representing more than 50% at least a majority of the Outstanding Amount of the Notes of any affected Series shall have (or any affected Tranche in the case of a Shared Enhancement Series) has the right to direct in writing the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to such Series the Notes or exercising any trust or power conferred on the Indenture Trustee with respect to such Seriesthe Notes; provided, however, that subject to Section 6.01 6.01: (i) the Indenture Trustee shall have has the right to decline any such direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (bii) the Indenture Trustee has the right to decline any such direction if the Indenture Trustee determines in good faith shallfaith, by a Responsible Officer of the Indenture Trustee, determine that the Proceedings proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Rights of Noteholders to Direct Indenture Trustee. The ------------------------------------------------- Holders of Notes representing more than 50% of the Outstanding Amount of any affected Series shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to such Series or exercising any trust or power conferred on the Indenture Trustee with respect to such Series; provided, however, that -------- ------- subject to Section 6.01 6.1: ----------- (a) Indenture Trustee shall have the right to decline any such direction if: (a) if the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule of law or with the this Indenture;, and (b) the Indenture Trustee shall have the right to decline any such direction if the Indenture Trustee in good faith shall, by a Responsible Officer of the Indenture Trustee, determine that the Proceedings so directed would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to the Noteholders not parties to such direction; or (c) Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.