Common use of Rights to Direct Trustee Clause in Contracts

Rights to Direct Trustee. Subject to Section 8.02(ii), the Certificate Insurer (or, if an Certificate Insurer Default shall have occurred and be continuing, the Certificateholders pursuant to a Class Vote) 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 8.01, 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, determine that the proceedings so directed would be in violation of this Agreement or any other Transaction Document or would subject it to personal liability against which it has not been provided reasonable indemnity (which, in the case of a Certificateholder which is an institutional investor, will be deemed satisfied by a written agreement of indemnity from such Certificateholder) or (in the case of directions provided by a Class Vote) 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 Certificate Insurer or the Certificateholders.

Rights to Direct Trustee. Subject to Section 8.02(ii11.02(ii), the Certificate Insurer (or, if an Certificate Insurer Default shall have occurred and be continuing, ------------------------ ----------------- the Certificateholders pursuant to a Class Vote) Vote 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 8.0111.01, 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, determine that the proceedings so directed would be in violation of this Agreement or any other Transaction Document or would subject it to personal liability against which it has not been provided reasonable indemnity (which, in the case of a Certificateholder which is an institutional investor, will be deemed satisfied by a written agreement of indemnity from such Certificateholder) or (in the case of directions provided by a Class Vote) 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 Certificate Insurer or the Certificateholders.

Rights to Direct Trustee. Subject to Section 8.02(ii11.3(c), the Certificate Security Insurer (or, if an Certificate Insurer Default shall have occurred and be continuing, the Certificateholders pursuant to a Class VoteCertificate Majority) 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, howeverPROVIDED HOWEVER, that subject to Section 8.0111.1, 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, determine that the proceedings so directed would be in violation of this Agreement or any other Transaction Document of the Related Documents or would subject it to personal liability against which it has not been provided reasonable indemnity (which, in the case of a Certificateholder which is an institutional investor, will be deemed satisfied by a written agreement of indemnity from such Certificateholder) or (in the case of directions provided by a Class VoteCertificate Majority) 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 Certificate Security Insurer or the Certificateholders.. 80

Rights to Direct Trustee. Subject to Section 8.02(iiSECTION 11.3(C), the Certificate Insurer (or, if an Certificate Insurer Default shall have occurred and be continuing, the Certificateholders pursuant to a Class VoteCertificate Majority) shall have the right to direct in writing 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; providedPROVIDED, howeverHOWEVER, that subject to Section 8.01SECTION 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, determine that the proceedings so directed would be in violation of this Agreement or any other Transaction Document of the Related Documents or would subject it to personal liability against which it has not been provided reasonable indemnity (which, in the case of a Certificateholder which is an institutional investor, will be deemed satisfied by a written agreement of indemnity from such Certificateholder) reasonably satisfactory to it or (in the case of directions provided by a Class VoteCertificate Majority) be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further 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 Certificate Insurer or the Certificateholders.

Rights to Direct Trustee. Subject to Section 8.02(ii11.3(c), the Certificate Insurer (or, if an Certificate Insurer Default shall have occurred and be continuing, the Certificateholders pursuant to a Class VoteCertificate Majority) shall have the right to direct in writing 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 8.0111.1, 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, determine that the proceedings so directed would be in violation of this Agreement or any other Transaction Document of the Related Documents or would subject it to personal liability against which it has not been provided reasonable indemnity (which, in the case of a Certificateholder which is an institutional investor, will be deemed satisfied by a written agreement of indemnity from such Certificateholder) reasonably satisfactory to it or (in the case of directions provided by a Class VoteCertificate Majority) 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 Certificate Insurer or the Certificateholders.